WERNER ENTERPRISES INC — Call Transcript 2026

Good day, and welcome to the Werner Enterprises Business Update Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note, this event is being recorded. I would now like to turn the conference over to Chris Neal, Werner's Senior Vice President of Pricing and Strategic Planning. Please go ahead. Good morning. Earlier today, we issued a press release and posted a slide presentation announcing our acquisition of FirstFleet. These materials are available in the Investors section of our website at werner.com. Today's webcast is being recorded and will be available for replay beginning later this evening. Before we begin, please direct your attention to the disclosure statement on slide two of the presentation, as well as the disclaimers in the press release related to forward-looking statements. Today's remarks could contain forward-looking statements that may involve risks, uncertainties, and other factors that could cause actual results to differ materially. On today's call with me are Derek Leathers, Chairman and CEO, and Chris Wikoff, Executive Vice President, Treasurer, and CFO. We're excited to announce our acquisition of FirstFleet, one of the leading pure-play, dedicated trucking companies in the U.S. This is an important milestone for Werner as we execute our business strategy. This transaction will meaningfully strengthen our platform and position the company for sustainable, profitable growth over the long term. As you will hear over the next few minutes, FirstFleet is the perfect acquisition to accelerate the strategic expansion of our dedicated business, establishing Werner as the fifth-largest dedicated carrier in the U.S. It expands our scale and density across the eastern half of the country, significantly improving our ability to serve customers. FirstFleet brings deep relationships with an impressive roster of large, top-tier customers that further diversifies our exposure to attractive and resilient end markets. Importantly, this acquisition is also immediately accretive to EPS and positions us to capitalize on growth opportunities as market conditions continue to improve. For slide three, I will now turn the call over to Derek to provide a high-level overview of Firs Fleet and the power of our combined enterprise. Thank you, Chris, and thanks, everyone, for joining us today as we update you on this exciting milestone in our history. FirstFleet was founded in 1986 and is headquartered in Murfreesboro, Tennessee. Over the past four decades, the company has delivered sustained growth, built deep relationships with premier customers, winning in their space, and developed a strong reputation for safety and service that closely aligns with Werner's own values. FirstFleet also has 100% company driver base with lower than average industry turnover. FirstFleet brings meaningful additional scale to Werner, generating more than $615 million in annual revenue for the twelve months ended September 30, 2025, operating approximately 2,400 tractors and 11,000 trailers, supported by more than 2,650 drivers and serving customers in roughly 130 sites nationwide. Moving to slide 4. This slide provides a by-the-numbers look at this acquisition and the combined scale of our two companies. From a revenue standpoint, the combination expands our total trailing revenues for the 12 months ending September 30th, 2025, from approximately $3 billion for Werner on a standalone basis to approximately $3.6 billion on a combined basis. Importantly, our combined company mix shifts a larger portion of our portfolio toward dedicated, which grows from roughly 43% of total revenues today to approximately 52% on a combined basis, while one-way truckload and logistics will account for approximately 22% and 24% of total revenues, respectively. This transaction drives a 20% increase in our total revenues, a 30% increase in TTS, and almost a 50% increase to dedicated. The combined company will operate over 9,800 trucks in our truckload transportation services fleet. Dedicated represents approximately three-quarters of the total fleet, with around 7,365 dedicated trucks, in addition to roughly 2,480 trucks in one-way truckload. Now, turning to slide five. That mix shift is one of the key strategic benefits of this transaction. As we've discussed before, we've been very deliberate over the past few years about transitioning our portfolio increasingly towards the higher-margin, dedicated trucking business. A $30 billion+ total addressable market that is more resilient, contract-based, and protected by high barriers to entry. Differentiators like scale, flexibility, and industry expertise are critical here, and addressing complex customer needs drives higher margins, strong customer retention, and robust cross-selling opportunities. That's exactly what First Fleet delivers. Added scale, geographic density, end market diversification, deep industry expertise in grocery, bakery, and corrugated packaging, a commitment to customers, safety and innovation, and a proven track record of profitable growth. As you can see on the right side of the slide, the impact of this acquisition is clear. It adds highly qualified drivers to create a top five dedicated fleet in the U.S., delivers EPS accretion, accelerates profitable growth and earning stability, and expands end market diversification. Slide six demonstrates how FirstFleet's complementary footprint transforms our network. As you can see from the map, FirstFleet's customer sites and facilities layer perfectly onto ours, creating nearly 300 dedicated locations across 37 states with significant density in the eastern half of the U.S., as well as complementary terminals and facilities throughout. Greater network density means higher asset utilization and the flexibility to meet customers' needs anywhere, leading to overall improved efficiency and capability. With greater scale, we're also able to benefit from better fixed cost absorption and purchasing power. On slide 7, we look at how this acquisition deepens and diversifies our exposure to premier customers across our primary verticals. As I mentioned, one of the things that really stands out about FirstFleet is the quality of its customer base. FirstFleet services many leading customers in attractive and resilient markets, including grocery, bakery, and corrugated packaging. Among its top 10 customers, the average tenure is 17 years, and three of its top four customers have been with FirstFleet for more than 25 years, a testament to their high service levels and commitment to long-standing and winning customers. On a combined basis, retail remains our largest vertical at about 60% of our portfolio. In this vertical, we service a variety of retail customers, including discount, grocery, and home improvement retailers. The addition of FirstFleet strengthens our position with national retailers, driving deeper route density and expanding share of wallet with new and existing retailers to Werner. Manufacturing and industrial represents about 19% of our portfolio, with core exposure to manufacturing and heavy equipment end markets, supporting OEMs and industrial distributors. FirstFleet brings unique capabilities at a significant scale in non-commoditized corrugated box solutions. FirstFleet's corrugated solutions are particularly attractive as they primarily service large enterprises with high volumes tied to recovering e-commerce and manufacturing demand. FirstFleet also provides specialized packaging solutions that are sticky and higher margin. And finally, food and beverage accounts for about 15% of our portfolio. Werner already provides dedicated and temperature-controlled services for numerous food and beverage customers. FirstFleet further strengthens our exposure to essential staple food categories and adds leading customers with consistent demand and nationwide distribution footprints, with particular expertise and scale in specialty bakery. Taken together, these complementary verticals provide a diversified, resilient set of end markets with long-tenured customers that will amplify our competitive edge and help drive profitable growth. Overall, we have deep faith in the dedicated service offering to be a higher-margin anchor product that generates customer loyalty and enables us to cross-sell and upsell. So this is a strategic move to increase our market position and be poised for growth and market as the market recovers, all without compromising our balance sheet. This transaction will immediately deliver strong EPS accretion while maintaining modest leverage. This is a great outcome for shareholders and all of our stakeholders. I will now turn it over to Chris to take a closer look at the transaction itself. Thanks, Derek. Turning to slide 8, Werner is purchasing 100% of the equity in the FirstFleet operating entity for $245 million. We have also entered into a separate agreement to purchase the underlying owned real estate assets for $37.8 million. The transaction closed yesterday on January 27th, 2026, and was funded using cash on hand in our existing revolver credit facility, in addition to assuming certain capital leases. From an integration standpoint, FirstFleet's management team will largely remain in place, and FirstFleet will operate as a business unit within Werner's TTS segment. Going forward, its results will be combined, combined with Werner Dedicated in our quarterly earnings reporting. As mentioned at the top of the call, the transaction is immediately accretive to our EPS even before synergies. Following the full realization of anticipated synergies, we expect to expand margin and cash flow. While FirstFleet's operating margins have been profitable and durable through this prolonged and challenging downturn, we have identified approximately $18 million in annual synergies, which we expect to be largely implemented within 18 months of closing and will drive continued EPS growth for the next two fiscal years. Closing with a summary of the key takeaways on slide 9. First, the acquisition accelerates our planned transition to Dedicated, making us one of the largest dedicated carriers in the U.S. This also enables us to diversify our revenue streams during market disruptions by increasing exposure to more resilient end markets. Second, with FirstFleet's highly complementary footprint, we will have expanded scale, greater reach, and coverage. Third, it deepens and diversifies our exposure to top-tier customers across durable and resilient verticals, particularly in retail, manufacturing and industrial, and food and beverage. Fourth, there's a strong cultural fit between Werner and FirstFleet, with a shared commitment to safety, service, and innovation. These shared values give us confidence in a smooth integration and the long-term success of the combined platform. And finally, the transaction provides exceptional EPS value and increases free cash flow while maintaining modest leverage. At this time, I'd like to turn the call over to the operator for a few questions. Thank you. To ask a question, you may press star, then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. We ask that you please limit yourself to one question. The first question comes from Tom Wadewitz with UBS. Please go ahead. Hey, thanks. This is Mike Triano on for Tom. And, guys, congratulations on the deal. Thank you. Thank you. Wondering if you could just help us a little more with the accretion build. Just what type of operating margin should we assume for FirstFleet? And then on the additional interest expense, how much should we bake into our models related to the deal? Thank you. Sure. Hey, Mike, thanks for joining. This is Chris. In terms of margins, I mean, FirstFleet has continued to be profitable across all cycles, durable margins, very much reflective of having a 100% dedicated model. That said, you know, their margins are a bit lower than what we typically see from our dedicated solution. Some of that's given some slight difference in mix, you know, more trailer pools, given some of the trailer intensity of their business and other factors, including having some more operating leases and whatnot. But when you look at that and what we have mentioned as an $18 million midpoint of synergies, which is about 3% of revenue, there's a good opportunity over time here to expand margins, and get that closer to what we expect. So that's on the margin front. In terms of the interest expense, you know, we're not disclosing any of that at this time. We did fund this through some cash on hand, but the majority debt, and that debt is really in two parts. It's an assumption of some low-cost capital leases of the business, in addition to pulling on our revolver, which is also low cost. Overall, this wasn't necessarily your question, but Derek did mention that we expect this to be modest leverage. I would maybe just add to that to say that, you know, we think this is going to be at our peak, you know, low two times leverage, including pro forma synergies. So probably not as much detail as you would like it at this time, but, you know, we can provide more detail as we get into our next earnings call and provide more guidance for the company overall. Got it. Thanks, Chris. The next question comes from Jason Seidl. Please go ahead. Thank you, operator. Derek, Chris, good morning, guys, and congratulations on the deal. Chris, I was wondering if you can go into the $18 million of synergies over the next 18 months and sort of give us sort of the buckets where you expect to derive them from. And then I guess my follow-up question would be, you know, how does the driver pay at the new entity look versus a Werner legacy dedicated? Thanks. Yeah, good morning. Thanks for the question. Yep. Yeah, I'll take the first part, Derek. On the synergies, $18 million at the midpoint, really three buckets there. Procurement and really just the purchasing power of Werner and FirstFleet being able to benefit in fairly short order on a number of categories, whether that be tires, brake pads, oil filters, windshields, fuel, software and insurance. So a lot of opportunity there from just a combined purchasing power perspective. We've gone through a lot of detail on sizing that up. Also, in terms of operating efficiencies, there's a number of them. Maybe one example is just around maintenance. We have a number of terminals that FirstFleet didn't necessarily have access to, given where their density resides, and therefore, in certain parts of the country, they were forced to have more over the road and third-party maintenance expense, and we can quickly flip that to in-house. So that's a big benefit. And then also some revenue synergies, improving the backhaul value, surge capability, just given other assets and resources that we have, that we know is beneficial to our dedicated customers and can also be of a strong benefit to FirstFleet's dedicated customers, and of course, opportunity to cross-sell. Are these all evenly split, or is one of the buckets more heavily weighted? No, I would say this is more weighted on the cost synergy side than the revenue synergy side. Okay, fair enough. Yeah, and I would just add that over time, obviously, the revenue synergies will develop with time. We've got to continue to work and collaborate with the folks here at First Fleet, but we know in fairly short order, there will be increasing opportunities on the revenue synergies. But for today, we wanted to be, you know, pretty specific with some starting guidance for everybody to kind of come out of the gate with. On the driver question, I'll just say this: one of the most attractive things about First Fleet is the cultural fit between us and them, both office, you know, driver maintenance and all of the above, and probably more than anywhere on the leadership side. But obviously with drivers, you know, pay matters a ton, and so it certainly makes it a lot easier that their pay structures, their pay approach, philosophy, their commitment to safety and service above all else, all align with us. And so when we look through their pay packages and we look through their different networks, we feel like there's a pretty hand-in-glove kind of fit here without a lot of unnecessary sort of friction points because of disparities in approach. Makes sense. Gentlemen, I appreciate the time as always. Thank you. The next question comes from Jordan Alliger with Goldman Sachs. Please go ahead. Yeah, hi. Just a follow-up on a financial question. I don't... Again, I'm not sure you could give color around it yet, around either accretion range or perhaps how much EBIT or EBITDA you're buying, even on a trailing basis. But then the other part of the question is, you know, now that dedicated is north of 50%, how do you think about the dedicated fleet growth plans from here, especially given that maybe one-way it could be approaching a bottom, given all the supply side constraints? You know, do you think there could be opportunities back in the one-way side, or is it just going to continue to push dedicated, even perhaps at the bottom? Thanks. Yeah, perhaps I'll start on the dedicated one-way question, and then, Chris, you can come in with more color. But I would think about it a little differently than the way you asked the question. When things start to turn, like the market we're in right now, assets matter, and assets are going to matter a lot more in the coming months and coming quarters. And so we're, by doing an acquisition like this, we're able to both simultaneously lean into our long-term strategy about durable, dedicated business across multiple verticals with winning customers, without sacrificing the size of our one-way fleet to be able to seat those tractors and to find that growth more organically. And so, a different perspective on the same question would be that we're able to maintain the size of our one-way fleet currently, while significantly growing the business and significantly growing on our long-term journey relative to dedicated, so that one-way fleet is more nimble, more available, more flexible as this market continues to turn, which we believe it will. And so I think it's sort of the best of both worlds. They've got long-standing dedicated relationships for multiple decades. We want to grow upon those relationships. We know many of those people already at those customers, and we're going to continue to lean into the kind of quality that FirstFleet's already provided them. And yet, in one way, we're able to continue to preserve the size of that one-way fleet and then augment it with PowerLink and the work we've been doing for some time as we continue to grow out our sort of asset-light solution within one-way via our PowerLink power-only product. So all in, you know, we think it's a win across the board, and we're pretty excited about it as we look forward. Yeah, and Jordan, I would just add to it, you know, back to your question on accretion. This is a very attractive, you know, value and asset for us. It, it's strategic. We think the value is right, particularly, once we look at its value, once it's fully synergized, we think the time is right. So we're very excited about the value. We said it was immediately accretive. You know, I would maybe just add to it that it's double digit accretive. I know that doesn't maybe give you as much finite detail as you, as you would like, but we're pretty excited about the, the value that this brings to, to earnings immediately, and as we expand margins and, and take that from a very good value to a great value. So we're excited about it. Thank you. The next question comes from Bascome Majors with Susquehanna. Please go ahead. Yeah, thanks for taking my question. Just wanted to follow up on the prior question about the one-way fleet and how it fits in the mix long term. Can you talk a little bit about how you feel that you are positioned for that upturn now? And, you know, is the message from that prior answer, like, we're kind of where we want to be on an absolute size and maybe the asset side of that, and any growth will be from power only? Just thinking about, like, on an absolute basis, how you scale with the one-way side of the business as you continue to go with dedicated long term. Thank you. Yeah, I'll speak to that, but only as it relates to the acquisition. Obviously, we have a call next week with where everybody will get another crack at us for all kinds of longer term or more broad-based market questions. But we have previously communicated, and we'll stay consistent with that, that messaging, that we do believe one-way is about the size that we think it should be. We're going to continue to work and provide that one-way solution, both to the over-the-road market, but also it serves as a surge capability within Dedicated, which now has even more demand for that surge with the acquisition itself. So if you think about a company like FirstFleet, they've done some incredible things for many, many decades and had to do so with arguably one hand tied behind their back. They didn't have the same surge capabilities, they didn't have the same abilities to bring multiple products to bear, and yet still built a hell of a business. And so when we take that product and that business and combine it with what we can now bring to bear, we see a lot of upside across Dedicated, across One-Way, across, frankly, the entire portfolio. So we're excited about it, and we're excited about the fact that on the cost synergy side, which we've referenced several times, we can do all of the above and still bring a quality priced product to our customer while expanding our margins through our own internal hard work, not through their wallets. And so it provides an example where, you know, these two organizations coming together can just be a leaner, kind of meaner version of themselves. Thank you. Thank you. The next question comes from Eric Morgan with Barclays. Please go ahead. Hey, good morning. Congrats on the deal, and thanks for taking my question. I was wondering if you could, I guess, elaborate a bit on just the growth profile of FirstFleet. I know you referenced it's been profitable through cycles, but I guess just thinking more about kind of top-line trajectory historically, looking ahead, and maybe just any discussion on, you know, the commercial strategy, customer concentration, and opportunities you see there. Yeah, sure. So, I mean, first off, FirstFleet's not immune to the market that we've been in over the last several years, no different than Werner or anybody else. So the more recent trailing, call it, 2-year growth profile has been muted compared to historical averages. But what we do know is that the relationships they have with customers are extremely strong. They're, while they're participating at a multi-location level at almost every one of their major customers, those customers have many more locations still available and in play. We know Dedicated is a $30 billion+ addressable market, probably closer to 40 than 30, to be frank. And so our ability to bring a better overall solution with the density that this provides is something we're real excited about. You know, in Dedicated, although the assets are in fact dedicated to particular customers, the more density and more other fleets you have in the neighborhood, in the vicinity, regionally or otherwise, just gives you the opportunity to bring, you know, surge capabilities and all kinds of additional capacity. And really, basically, simultaneously give the customer a better product while giving ourself a lower cost to serve. And so those are things that as we look forward, we're pretty excited about. Thanks. Thank you. The next question comes from Chris Wetherbee with Wells Fargo. Please go ahead. Hey, hey, thanks. Good morning, guys. So maybe just following up a little bit on, on cash flow, maybe CapEx needs, and I guess maybe one follow-up question as we think about just the margin profile of the business. I think you said sort of maybe looks a little different than what your dedicated margin looks like. Obviously, the one way has been probably the bigger pressure on your results over the course of the last, you know, trailing 12 months or so. So maybe if you give us a little bit of sense of, of where that might fall relative to where you guys have been running. And then, yeah, again, on the cash flow piece, any CapEx needs that are unique about this business and maybe how quickly you think you can kind of take that leverage number back down once you have it, you know, accretive? Yeah, sure. Hey, Chris. Yeah, from a cash flow standpoint, this is gonna be cash flow accretive. First Fleet has strong free cash flow conversion, a lower run rate of CapEx than typically, you know, what we see. So this is gonna be very positive, great value from a cash flow standpoint. I mentioned kind of that low 2x peak leverage, including pro forma synergies. We do expect to prioritize debt reduction and be able to delever from there. And then you were also asking about margins. I don't know that there's really much more to say than what we've already, you know, said here, other than they're good margins. It's a profitable business throughout all cycles, including this much prolonged down cycle. And we have opportunity to expand it even more, to the tune of 3% of revenue, once we get fully synergized. And none of that is putting the high service focus that First Fleet has with its customers, and that we certainly value and that they do a great job with. So, you know, this is very low to mid-lying fruit, if you will, on opportunities to expand margin, and we're excited about what that financial model looks like and relative to what we expect from our own business. Okay. Helpful. Appreciate it. Thank you. Thank you. The next question comes from Chris Wetherbee with Wells Fargo.. Please go ahead. Hey, thanks. Morning. Can you... maybe a different version of the same question we've all asked, maybe. Can you just share, like, the purchase multiple on, on EBITDA? Chris, your comment about double-digit accretion, is that pre or post synergy? And then, Derek, you guys did a few big deals in, in recent years. What's been the experience with revenue retention on those deals, and do you think this—any reason to think this one's any different, better, or worse? Yeah, I'll start, I guess, on the revenue retention side. You're right, we've done four deals to date. We've had pretty good success with revenue retention on those. Two were truck, you know, kind of trucking or truckload operations. One was a final mile company, and the last was ReedTMS, which was predominantly a brokerage logistics organization. I think in three of the four, revenues were up year-over-year at the one-year anniversary mark. One of them was not, but that had more to do with the big and bulky kind of crash that took place after COVID. So I think our experience has been pretty solid. This is a large asset-intensive business, and so it's all about staying close to the drivers. As I mentioned earlier, one of the best things in this deal is a couple of things come to note. One is long-term customer relationships over multiple decades, especially at the top end of the customer list. We're gonna stand by those commitments and those customers. We're gonna work with FirstFleet to give them even better support than maybe they had when they were trying to go it alone. And we expect to keep those customers. We're gonna work hard to make sure and earn their trust. The other one is on the driver side. If you had a lot of frictional issues going with drivers, like meaning our spec is fundamentally different, our pay packages are fundamentally different, you'd have issues. But they're not, and we're not changing those. As we think about the synergies, synergies don't come from changing driver pay or messing with people's W-2. It's about, you know, blocking and tackling maintenance, tires, tractors, trailers, fuel. And that's the best kind of synergies because we can just go out and have more purchasing power and kind of improve the experience of the customer, driver, and everybody in between. So yeah, I would tell you, Scott, I'm pretty confident in the revenue retention on this one. Obviously, it takes real work, and actions are louder than words, and so we're gonna go to work. Scott, just to answer, you know, the other parts of your question, the comment about immediate accretion, double digits, that's pre-synergies. So again, very attractive value. I know everybody's trying to get more granular on, you know, TEV multiples and EBITDA. Again, I would just say it's $615 million of LTM revenue. It's $245 million on the operating company. There was also $37.8 million, but that's more for 11 properties and certain acquired real estate. It's attractive value. I would say that it's a mid-single-digit TEV multiple, but you know, that's based on management forward-looking estimates of adjusted EBITDA. So I'm not gonna get too granular on that because there's implications for doing so. But, we're excited about the value of this acquisition. Okay. Thank you. I totally get it, you guys don't want to share. Maybe just one thought, just thinking out loud. Maybe on earnings, instead of giving the accretion on this, maybe we get, like, more of like a- ... consolidated earnings guide or something like that for 2026, maybe that could be more helpful. Just as a thought. All right. Thank you, guys. Appreciate the time. Thank you. Thank you, Scott. Noted. Thanks, Scott. The next question comes from Trey Reid with Stephens. Please go ahead. Hey, guys. Thanks for taking my question. Earlier you mentioned that $18 million of synergies was a midpoint. If you could maybe give what that range is, the bottom end and the top end, and maybe what needs to happen to be at that bottom end, or what needs to go well to be at that top end? And then as we think about the fleet that you bought, the 2,400 trucks, do you-- what's an average age that we can think about as we try to kind of compare what this transaction looks like compared to the book value of the operating fleet that you're buying? Thank you. Yeah, good morning. I'll take the synergy topic. Yeah, we said $18 million is the midpoint. I won't get too granular on you. I think the range could be ±10%, you know, from there. I would also say that, you know, we haven't factored in everything. This is not fully exhaustive. It's prior to, you know, us settling into this business and getting to know the business, engaging with customers, with associates, with drivers, which we're excited to do before we get too focused on integration. So, we're going to do this right and take our time to realize value, but do it in a thoughtful way. So, you know, we've talked about really the buckets, in doing that, purchasing power, procurement, operating efficiencies, as well as over time, some revenue synergies that are also multipronged. I think this is, you know, thoughtful. It's not overly comprehensive. Once we get, you know, call it 18 months to two years under our belt, you know, or even sooner, we may see other opportunities. At this point, you know, this is what we've sized up, and we're excited to get closer to this business and the talent and the customers, to reassess and see how we can collaborate to harvest additional value while servicing our customers very, very well. And then if you have, if you have any color on maybe the book value of, of the fleet, that you're buying here? No, I don't have any specifics to share with you at this time on book value of the fleet. As it relates to, you mentioned earlier, age and things like that, it's similar. There's going to be some opportunity for us to freshen the fleet over time, obviously. And we've mentioned earlier that, you know, they have a large portion of their tractor fleet that's operating the capital leases. Over time, that model may change, and based on our ability to infuse equipment into the fleet. And again, this is, you know, first call. You're going to get another crack in a week, and we'll have more color as we go. But right now, the good point is, or the good thing is that this is not a fixer-upper, whether that's relative to fleet age, customer mix, or current profitability in what has been a difficult market up to this point. This is one that we have line of sight to the improvements that can be made and the enhancements that we can bring to the table, which is part of what causes our excitement over it. Got it. Thank you, guys. The next question comes from Ravi Shankar with Morgan Stanley. Please go ahead. Good morning, guys. How long have you been thinking of doing a dedicated deal like this, and kind of how long have you been talking to First Fleet in particular? And also, did you think of diversifying into any other parts of trucking, you know, maybe outside of maybe your core competency, even instead of doubling down on dedicated? Thank you. Yeah, Ravi, we talk a lot and spend a lot of time looking at opportunities across a variety of portion across our portfolio. We've been, you know, pretty clear about our desire to continue to lean into and grow the non-asset part of our portfolio, and we've done so, and we'll continue to do that organically and be open-minded otherwise. But pure play dedicated opportunities, especially of high quality, with the kind of culture and kind of customer mix that FirstFleet have, don't come around very often. So, we've been in conversations for many months. This took a long time to come together, and we're very excited to get to what we refer to now as the starting line, not the finish line. I'm actually sitting in Murfreesboro right now at headquarters, and Paul Wilson, one of the family members and owners of First Fleet, and I will be hitting the road here shortly, and we're going to work today. So multiple months. As we look forward, we're going to be open for business, but obviously, we've got some digestion to do as well, as it relates to M&A. And we'll continue to put our laser focus right now on integrating and working with First Fleet, to attack the synergies and other things that we've been talking about throughout the call. All right. Anything on diversifying into other segments, potentially? Ravi, I apologize. Both times, I'm not hearing the question clearly. Would you mind repeating? Any thoughts on potentially diversifying, or did you consider diversifying away from dedicated, away from truckload into other segments or other areas within truckload that you aren't present in right now? ... Well, the short answer would be absolutely. You know, we've had multiple kind of, you know, all-day, multi-day kind of strategy sessions on if, you know, what ifs and if thens and then modeling. But again, despite whatever planning you may do at times and all of the strategic thoughts you may have, sometimes, when an asset of this quality, is available and able to be actionable, you move on it quickly. This, we feel, fits hand in glove with, our core strategy, which is to be an elite, dedicated carrier, in the United States, providing service quality to large enterprise customers in complex delivery solutions, and that's what this is. It's right down the middle of the fairway. That's what was so attractive about it, and it only got better the more we got to know it and the further we were able to understand both those long-term relationships, but also the people that drove those relationships to exist in the first place. They've got some long-tenured folks in this building and some really good folks, people that I've been spending time with all morning, and we're excited to hit the ground running. Very good. Thanks, guys. The last question comes from Ken Hoexter with Bank of America. Please go ahead. Hey, great. Good morning. Congrats on the acquisition. Derek, a couple here on... It sounds like the fleet is no different in terms of age, so I just want to make sure there's no CapEx catch-up. Sounds like they had operating leases. Do you have to kind of spend money to reduce the age or it sounds like it's in line? Is there any rebranding? Are you going to keep their brand name? Are you going to rebrand as Werner? And I guess maybe your thoughts on the fleet size long term. So three questions in there, right? So the fleet size, you moved to suspend 350 OTR trucks. Do you now take those, move them more into dedicated? Just want to understand your thought on the fleet size post-acquisition here. Thanks, Derek. Yeah, Ken. Appreciate it. Appreciate the questions. Yeah, the fleet age is; it's a little older than the Werner fleet age, but not by any meaningful or material amount. We don't believe it creates any kind of major CapEx catch-up. We already had been planning and obviously working on our 2026 order for some time and knowing full well that we had kind of a high level of probability of having FirstFleet as part of the mix. So we're in pretty good shape, and we'll be coming out with CapEx guidance and other things next week on the call. But I don't expect anything that's going to alarm anyone, given the overall size of the new combined fleet. As it relates to, I put the, what you ask about- Rebrand. Rebrand. That's all good. As it relates to the rebrand, so that's a delicate thing. If you look at our prior four acquisitions, in two of the four, we rebranded and rebranded fairly short, in short order. You know, FirstFleet, again, going back to something we've talked about a lot, has a very long-standing and deeply held relationship with customers. So it's going to be a collaborative conversation between us, FirstFleet, and frankly, even some of the customer base. But if you also think about some of the synergies and some of the efficiencies of, you know, more of a universal trailer fleet, the asset flexibility, if you will, of universal assets, it's certainly on the table. We are not prepared today to make a final decision on that, other than for now, FirstFleet's name is not changing. And we're going to continue to get to know these customers and these relationships better, serve them exactly as they are today or better with now an expanded portfolio that we can bring to bear. And over time, we will continue to evaluate that branding question, and it'll be at the forefront. But the outcome will be determined on economics, efficiencies, and the ability to serve, not based on, you know, any particular ego-driven, Werner-only kind of approach. That's just not the way we, I think, about the business. We want to do what's best for our customers and our associates and ultimately our shareholders. And the last one was- Ken, I- Oh, yeah, go ahead. Yeah. Yeah, I would just add to it to say that there isn't any CapEx catch-up, as you referred to it, that we're highlighting here. In terms of the age difference, just keep in mind, this is nearly 100% dedicated business, shorter length of haul, and it makes sense to, you know, have a fleet that's a bit older, but might be comparable in terms of usage and miles. As Derek said, there isn't anything concerning or that we need to change, alter, or fix relative to the quality of the equipment. Thanks, Chris. And size the fleet long term with the combo of these? Do you shrink to fit? Do you increase? Do you take those OTR trucks and move them in a dedicated? Any thoughts on your long-term fleet thoughts? Yeah, Ken, I would ask, if you don't mind, I understand the question, and it's a valid, but with an earnings call less than a week away, that feels more to me like a long-term strategy market question than it does specific to the acquisition. I can tell you right now, like, there's no thoughts of shrinking this fleet at First Fleet or our existing dedicated fleet, but as we are in a market that is moving, you know, fairly, quickly, there's always going to be dialogue that we need to have as that market moves with our customers about where that market's headed. And at times, that does mean that you have to make difficult decisions, relative to where you stay and what else you may do. But again, I'm more than happy to answer in greater depth next week on the call about market related questions. Thanks, guys. Appreciate all the time and thoughts. This concludes our question and answer session. I would like to turn the conference back over to Derek Leathers for any closing remarks. Please go ahead. Yeah, thank you. I just want to thank everybody for joining us today, taking time out of your morning to ask us and spend time with us on these important questions. I want to specifically thank all of the Wilson family for how they've handled themselves from day one through yesterday's closing. We are excited to work with them as we go forward, as well as thank the Werner team that put in a considerable, considerable amount of time and effort throughout the due diligence. This is an exciting time for Werner. We think this makes us a bigger, stronger, a more robust version of ourself, and we look forward to proving that in the coming quarters and years. Thank you for attending and being with us today. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.

Speaker 11: Good day, and welcome to the Werner Enterprises Business Update Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on your telephone keypad. To withdraw your question, please press star, then two. Please note, this event is being recorded. I would now like to turn the conference over to Chris Neal, Werner's Senior Vice President of Pricing and Strategic Planning. Please go ahead. Good day, and welcome to the Werner Enterprises Business Update Conference Call. good day and welcome to the werner enterprises business update conference call All participants will be in listen-only mode. all participants will be in listen-only mode Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. should you need assistance please signal a conference specialist by pressing the star key followed by zero After today's presentation, there will be an opportunity to ask questions. after today's presentation there will be an opportunity to ask questions To ask a question, you may press star, then one on your telephone keypad. to ask a question you may press star then one on your telephone keypad To withdraw your question, please press star, then two. to withdraw your question please press star then two Please note, this event is being recorded. please note this event is being recorded I would now like to turn the conference over to Chris Neal, Werner's Senior Vice President of Pricing and Strategic Planning. i would now like to turn the conference over to chris neal werner's senior vice president of pricing and strategic planning Please go ahead. please go ahead

Speaker 2: Good morning. Earlier today, we issued a press release and posted a slide presentation announcing our acquisition of FirstFleet. These materials are available in the Investors section of our website at werner.com. Today's webcast is being recorded and will be available for replay beginning later this evening. Before we begin, please direct your attention to the disclosure statement on slide two of the presentation, as well as the disclaimers in the press release related to forward-looking statements. Today's remarks could contain forward-looking statements that may involve risks, uncertainties, and other factors that could cause actual results to differ materially. On today's call with me are Derek Leathers, Chairman and CEO, and Chris Wikoff, Executive Vice President, Treasurer, and CFO. We're excited to announce our acquisition of FirstFleet, one of the leading pure-play, dedicated trucking companies in the U.S. Good morning. good morning Earlier today, we issued a press release and posted a slide presentation announcing our acquisition of FirstFleet. earlier today we issued a press release and posted a slide presentation announcing our acquisition of firstfleet These materials are available in the Investors section of our website at werner.com. these materials are available in the investors section of our website at werner.com Today's webcast is being recorded and will be available for replay beginning later this evening. today's webcast is being recorded and will be available for replay beginning later this evening Before we begin, please direct your attention to the disclosure statement on slide two of the presentation, as well as the disclaimers in the press release related to forward-looking statements. before we begin please direct your attention to the disclosure statement on slide two of the presentation as well as the disclaimers in the press release related to forward-looking statements Today's remarks could contain forward-looking statements that may involve risks, uncertainties, and other factors that could cause actual results to differ materially. today's remarks could contain forward-looking statements that may involve risks uncertainties and other factors that could cause actual results to differ materially On today's call with me are Derek Leathers, Chairman and CEO, and Chris Wikoff, Executive Vice President, Treasurer, and CFO. on today's call with me are derek leathers chairman and ceo and chris wikoff executive vice president treasurer and cfo We're excited to announce our acquisition of FirstFleet, one of the leading pure-play, dedicated trucking companies in the U.S. we're excited to announce our acquisition of firstfleet one of the leading pure-play dedicated trucking companies in the u.s This is an important milestone for Werner as we execute our business strategy. This transaction will meaningfully strengthen our platform and position the company for sustainable, profitable growth over the long term. As you will hear over the next few minutes, FirstFleet is the perfect acquisition to accelerate the strategic expansion of our dedicated business, establishing Werner as the fifth-largest dedicated carrier in the U.S. It expands our scale and density across the eastern half of the country, significantly improving our ability to serve customers. FirstFleet brings deep relationships with an impressive roster of large, top-tier customers that further diversifies our exposure to attractive and resilient end markets. Importantly, this acquisition is also immediately accretive to EPS and positions us to capitalize on growth opportunities as market conditions continue to improve. This is an important milestone for Werner as we execute our business strategy. this is an important milestone for werner as we execute our business strategy This transaction will meaningfully strengthen our platform and position the company for sustainable, profitable growth over the long term. this transaction will meaningfully strengthen our platform and position the company for sustainable profitable growth over the long term As you will hear over the next few minutes, First Fleet is the perfect acquisition to accelerate the strategic expansion of our dedicated business, establishing Werner as the fifth-largest dedicated carrier in the U.S. as you will hear over the next few minutes first fleet is the perfect acquisition to accelerate the strategic expansion of our dedicated business establishing werner as the fifth-largest dedicated carrier in the u.s It expands our scale and density across the eastern half of the country, significantly improving our ability to serve customers. it expands our scale and density across the eastern half of the country significantly improving our ability to serve customers First Fleet brings deep relationships with an impressive roster of large, top-tier customers that further diversifies our exposure to attractive and resilient end markets. first fleet brings deep relationships with an impressive roster of large top-tier customers that further diversifies our exposure to attractive and resilient end markets Importantly, this acquisition is also immediately accretive to EPS and positions us to capitalize on growth opportunities as market conditions continue to improve. importantly this acquisition is also immediately accretive to eps and positions us to capitalize on growth opportunities as market conditions continue to improve For slide three, I will now turn the call over to Derek to provide a high-level overview of Firs Fleet and the power of our combined enterprise. For slide three, I will now turn the call over to Derek to provide a high-level overview of Firs Fleet and the power of our combined enterprise. for slide three i will now turn the call over to derek to provide a high-level overview of firs fleet and the power of our combined enterprise

Speaker 5: Thank you, Chris, and thanks, everyone, for joining us today as we update you on this exciting milestone in our history. FirstFleet was founded in 1986 and is headquartered in Murfreesboro, Tennessee. Over the past four decades, the company has delivered sustained growth, built deep relationships with premier customers, winning in their space, and developed a strong reputation for safety and service that closely aligns with Werner's own values. FirstFleet also has 100% company driver base with lower than average industry turnover. FirstFleet brings meaningful additional scale to Werner, generating more than $615 million in annual revenue for the twelve months ended September 30, 2025, operating approximately 2,400 tractors and 11,000 trailers, supported by more than 2,650 drivers and serving customers in roughly 130 sites nationwide. Moving to slide 4. Thank you, Chris, and thanks, everyone, for joining us today as we update you on this exciting milestone in our history. thank you chris and thanks everyone for joining us today as we update you on this exciting milestone in our history FirstFleet was founded in 1986 and is headquartered in Murfreesboro, Tennessee. firstfleet was founded in 1986 and is headquartered in murfreesboro tennessee Over the past four decades, the company has delivered sustained growth, built deep relationships with premier customers, winning in their space, and developed a strong reputation for safety and service that closely aligns with Werner's own values. over the past four decades the company has delivered sustained growth built deep relationships with premier customers winning in their space and developed a strong reputation for safety and service that closely aligns with werner's own values FirstFleet also has 100% company driver base with lower than average industry turnover. firstfleet also has 100% company driver base with lower than average industry turnover FirstFleet brings meaningful additional scale to Werner, generating more than $615 million in annual revenue for the twelve months ended September 30, 2025, operating approximately 2,400 tractors and 11,000 trailers, supported by more than 2,650 drivers and serving customers in roughly 130 sites nationwide. firstfleet brings meaningful additional scale to werner generating more than $615 million in annual revenue for the twelve months ended september 30 2025 operating approximately 2,400 tractors and 11,000 trailers supported by more than 2,650 drivers and serving customers in roughly 130 sites nationwide Moving to slide 4. moving to slide 4 This slide provides a by-the-numbers look at this acquisition and the combined scale of our two companies. From a revenue standpoint, the combination expands our total trailing revenues for the 12 months ending September 30th, 2025, from approximately $3 billion for Werner on a standalone basis to approximately $3.6 billion on a combined basis. Importantly, our combined company mix shifts a larger portion of our portfolio toward dedicated, which grows from roughly 43% of total revenues today to approximately 52% on a combined basis, while one-way truckload and logistics will account for approximately 22% and 24% of total revenues, respectively. This transaction drives a 20% increase in our total revenues, a 30% increase in TTS, and almost a 50% increase to dedicated. The combined company will operate over 9,800 trucks in our truckload transportation services fleet. This slide provides a by-the-numbers look at this acquisition and the combined scale of our two companies. this slide provides a by-the-numbers look at this acquisition and the combined scale of our two companies From a revenue standpoint, the combination expands our total trailing revenues for the 12 months ending September 30th, 2025, from approximately $3 billion for Werner on a standalone basis to approximately $3.6 billion on a combined basis. from a revenue standpoint the combination expands our total trailing revenues for the 12 months ending september 30th 2025 from approximately $3 billion for werner on a standalone basis to approximately $3.6 billion on a combined basis Importantly, our combined company mix shifts a larger portion of our portfolio toward dedicated, which grows from roughly 43% of total revenues today to approximately 52% on a combined basis, while one-way truckload and logistics will account for approximately 22% and 24% of total revenues, respectively. importantly our combined company mix shifts a larger portion of our portfolio toward dedicated which grows from roughly 43% of total revenues today to approximately 52% on a combined basis while one-way truckload and logistics will account for approximately 22% and 24% of total revenues respectively This transaction drives a 20% increase in our total revenues, a 30% increase in TTS, and almost a 50% increase to dedicated. this transaction drives a 20% increase in our total revenues a 30% increase in tts and almost a 50% increase to dedicated The combined company will operate over 9,800 trucks in our truckload transportation services fleet. the combined company will operate over 9,800 trucks in our truckload transportation services fleet Dedicated represents approximately three-quarters of the total fleet, with around 7,365 dedicated trucks, in addition to roughly 2,480 trucks in one-way truckload. Now, turning to slide five. That mix shift is one of the key strategic benefits of this transaction. As we've discussed before, we've been very deliberate over the past few years about transitioning our portfolio increasingly towards the higher-margin, dedicated trucking business. A $30 billion+ total addressable market that is more resilient, contract-based, and protected by high barriers to entry. Differentiators like scale, flexibility, and industry expertise are critical here, and addressing complex customer needs drives higher margins, strong customer retention, and robust cross-selling opportunities. That's exactly what First Fleet delivers. Dedicated represents approximately three-quarters of the total fleet, with around 7,365 dedicated trucks, in addition to roughly 2,480 trucks in one-way truckload. dedicated represents approximately three-quarters of the total fleet with around 7,365 dedicated trucks in addition to roughly 2,480 trucks in one-way truckload Now, turning to slide five. now turning to slide five That mix shift is one of the key strategic benefits of this transaction. that mix shift is one of the key strategic benefits of this transaction As we've discussed before, we've been very deliberate over the past few years about transitioning our portfolio increasingly towards the higher-margin, dedicated trucking business. as we've discussed before we've been very deliberate over the past few years about transitioning our portfolio increasingly towards the higher-margin dedicated trucking business A $30 billion+ total addressable market that is more resilient, contract-based, and protected by high barriers to entry. a $30 billion+ total addressable market that is more resilient contract-based and protected by high barriers to entry Differentiators like scale, flexibility, and industry expertise are critical here, and addressing complex customer needs drives higher margins, strong customer retention, and robust cross-selling opportunities. differentiators like scale flexibility and industry expertise are critical here and addressing complex customer needs drives higher margins strong customer retention and robust cross-selling opportunities That's exactly what First Fleet delivers. that's exactly what first fleet delivers Added scale, geographic density, end market diversification, deep industry expertise in grocery, bakery, and corrugated packaging, a commitment to customers, safety and innovation, and a proven track record of profitable growth. As you can see on the right side of the slide, the impact of this acquisition is clear. It adds highly qualified drivers to create a top five dedicated fleet in the U.S., delivers EPS accretion, accelerates profitable growth and earning stability, and expands end market diversification. Slide six demonstrates how FirstFleet's complementary footprint transforms our network. As you can see from the map, FirstFleet's customer sites and facilities layer perfectly onto ours, creating nearly 300 dedicated locations across 37 states with significant density in the eastern half of the U.S., as well as complementary terminals and facilities throughout. Added scale, geographic density, end market diversification, deep industry expertise in grocery, bakery, and corrugated packaging, a commitment to customers, safety and innovation, and a proven track record of profitable growth. added scale geographic density end market diversification deep industry expertise in grocery bakery and corrugated packaging a commitment to customers safety and innovation and a proven track record of profitable growth As you can see on the right side of the slide, the impact of this acquisition is clear. as you can see on the right side of the slide the impact of this acquisition is clear It adds highly qualified drivers to create a top five dedicated fleet in the U.S., delivers EPS accretion, accelerates profitable growth and earning stability, and expands end market diversification. it adds highly qualified drivers to create a top five dedicated fleet in the u.s delivers eps accretion accelerates profitable growth and earning stability and expands end market diversification Slide six demonstrates how FirstFleet's complementary footprint transforms our network. slide six demonstrates how firstfleet's complementary footprint transforms our network As you can see from the map, FirstFleet's customer sites and facilities layer perfectly onto ours, creating nearly 300 dedicated locations across 37 states with significant density in the eastern half of the U.S., as well as complementary terminals and facilities throughout. as you can see from the map firstfleet's customer sites and facilities layer perfectly onto ours creating nearly 300 dedicated locations across 37 states with significant density in the eastern half of the u.s as well as complementary terminals and facilities throughout Greater network density means higher asset utilization and the flexibility to meet customers' needs anywhere, leading to overall improved efficiency and capability. With greater scale, we're also able to benefit from better fixed cost absorption and purchasing power. On slide 7, we look at how this acquisition deepens and diversifies our exposure to premier customers across our primary verticals. As I mentioned, one of the things that really stands out about FirstFleet is the quality of its customer base. FirstFleet services many leading customers in attractive and resilient markets, including grocery, bakery, and corrugated packaging. Among its top 10 customers, the average tenure is 17 years, and three of its top four customers have been with FirstFleet for more than 25 years, a testament to their high service levels and commitment to long-standing and winning customers. Greater network density means higher asset utilization and the flexibility to meet customers' needs anywhere, leading to overall improved efficiency and capability. greater network density means higher asset utilization and the flexibility to meet customers' needs anywhere leading to overall improved efficiency and capability With greater scale, we're also able to benefit from better fixed cost absorption and purchasing power. with greater scale we're also able to benefit from better fixed cost absorption and purchasing power On slide 7, we look at how this acquisition deepens and diversifies our exposure to premier customers across our primary verticals. on slide 7 we look at how this acquisition deepens and diversifies our exposure to premier customers across our primary verticals As I mentioned, one of the things that really stands out about FirstFleet is the quality of its customer base. as i mentioned one of the things that really stands out about firstfleet is the quality of its customer base FirstFleet services many leading customers in attractive and resilient markets, including grocery, bakery, and corrugated packaging. firstfleet services many leading customers in attractive and resilient markets including grocery bakery and corrugated packaging Among its top 10 customers, the average tenure is 17 years, and three of its top four customers have been with FirstFleet for more than 25 years, a testament to their high service levels and commitment to long-standing and winning customers. among its top 10 customers the average tenure is 17 years and three of its top four customers have been with firstfleet for more than 25 years a testament to their high service levels and commitment to long-standing and winning customers On a combined basis, retail remains our largest vertical at about 60% of our portfolio. In this vertical, we service a variety of retail customers, including discount, grocery, and home improvement retailers. The addition of FirstFleet strengthens our position with national retailers, driving deeper route density and expanding share of wallet with new and existing retailers to Werner. Manufacturing and industrial represents about 19% of our portfolio, with core exposure to manufacturing and heavy equipment end markets, supporting OEMs and industrial distributors. FirstFleet brings unique capabilities at a significant scale in non-commoditized corrugated box solutions. FirstFleet's corrugated solutions are particularly attractive as they primarily service large enterprises with high volumes tied to recovering e-commerce and manufacturing demand. FirstFleet also provides specialized packaging solutions that are sticky and higher margin. And finally, food and beverage accounts for about 15% of our portfolio. On a combined basis, retail remains our largest vertical at about 60% of our portfolio. on a combined basis retail remains our largest vertical at about 60% of our portfolio In this vertical, we service a variety of retail customers, including discount, grocery, and home improvement retailers. in this vertical we service a variety of retail customers including discount grocery and home improvement retailers The addition of FirstFleet strengthens our position with national retailers, driving deeper route density and expanding share of wallet with new and existing retailers to Werner. the addition of firstfleet strengthens our position with national retailers driving deeper route density and expanding share of wallet with new and existing retailers to werner Manufacturing and industrial represents about 19% of our portfolio, with core exposure to manufacturing and heavy equipment end markets, supporting OEMs and industrial distributors. manufacturing and industrial represents about 19% of our portfolio with core exposure to manufacturing and heavy equipment end markets supporting oems and industrial distributors FirstFleet brings unique capabilities at a significant scale in non-commoditized corrugated box solutions. firstfleet brings unique capabilities at a significant scale in non-commoditized corrugated box solutions FirstFleet's corrugated solutions are particularly attractive as they primarily service large enterprises with high volumes tied to recovering e-commerce and manufacturing demand. firstfleet's corrugated solutions are particularly attractive as they primarily service large enterprises with high volumes tied to recovering e-commerce and manufacturing demand FirstFleet also provides specialized packaging solutions that are sticky and higher margin. firstfleet also provides specialized packaging solutions that are sticky and higher margin And finally, food and beverage accounts for about 15% of our portfolio. and finally food and beverage accounts for about 15% of our portfolio Werner already provides dedicated and temperature-controlled services for numerous food and beverage customers. FirstFleet further strengthens our exposure to essential staple food categories and adds leading customers with consistent demand and nationwide distribution footprints, with particular expertise and scale in specialty bakery. Taken together, these complementary verticals provide a diversified, resilient set of end markets with long-tenured customers that will amplify our competitive edge and help drive profitable growth. Overall, we have deep faith in the dedicated service offering to be a higher-margin anchor product that generates customer loyalty and enables us to cross-sell and upsell. So this is a strategic move to increase our market position and be poised for growth and market as the market recovers, all without compromising our balance sheet. This transaction will immediately deliver strong EPS accretion while maintaining modest leverage. This is a great outcome for shareholders and all of our stakeholders. Werner already provides dedicated and temperature-controlled services for numerous food and beverage customers. werner already provides dedicated and temperature-controlled services for numerous food and beverage customers FirstFleet further strengthens our exposure to essential staple food categories and adds leading customers with consistent demand and nationwide distribution footprints, with particular expertise and scale in specialty bakery. firstfleet further strengthens our exposure to essential staple food categories and adds leading customers with consistent demand and nationwide distribution footprints with particular expertise and scale in specialty bakery Taken together, these complementary verticals provide a diversified, resilient set of end markets with long-tenured customers that will amplify our competitive edge and help drive profitable growth. taken together these complementary verticals provide a diversified resilient set of end markets with long-tenured customers that will amplify our competitive edge and help drive profitable growth Overall, we have deep faith in the dedicated service offering to be a higher-margin anchor product that generates customer loyalty and enables us to cross-sell and upsell. overall we have deep faith in the dedicated service offering to be a higher-margin anchor product that generates customer loyalty and enables us to cross-sell and upsell So this is a strategic move to increase our market position and be poised for growth and market as the market recovers, all without compromising our balance sheet. so this is a strategic move to increase our market position and be poised for growth and market as the market recovers all without compromising our balance sheet This transaction will immediately deliver strong EPS accretion while maintaining modest leverage. this transaction will immediately deliver strong eps accretion while maintaining modest leverage This is a great outcome for shareholders and all of our stakeholders. this is a great outcome for shareholders and all of our stakeholders I will now turn it over to Chris to take a closer look at the transaction itself. I will now turn it over to Chris to take a closer look at the transaction itself. i will now turn it over to chris to take a closer look at the transaction itself

Speaker 3: Thanks, Derek. Turning to slide 8, Werner is purchasing 100% of the equity in the FirstFleet operating entity for $245 million. We have also entered into a separate agreement to purchase the underlying owned real estate assets for $37.8 million. The transaction closed yesterday on January 27th, 2026, and was funded using cash on hand in our existing revolver credit facility, in addition to assuming certain capital leases. From an integration standpoint, FirstFleet's management team will largely remain in place, and FirstFleet will operate as a business unit within Werner's TTS segment. Going forward, its results will be combined, combined with Werner Dedicated in our quarterly earnings reporting. As mentioned at the top of the call, the transaction is immediately accretive to our EPS even before synergies. Thanks, Derek. thanks derek Turning to slide 8, Werner is purchasing 100% of the equity in the FirstFleet operating entity for $245 million. turning to slide 8 werner is purchasing 100% of the equity in the firstfleet operating entity for $245 million We have also entered into a separate agreement to purchase the underlying owned real estate assets for $37.8 million. we have also entered into a separate agreement to purchase the underlying owned real estate assets for $37.8 million The transaction closed yesterday on January 27th, 2026, and was funded using cash on hand in our existing revolver credit facility, in addition to assuming certain capital leases. the transaction closed yesterday on january 27th 2026 and was funded using cash on hand in our existing revolver credit facility in addition to assuming certain capital leases From an integration standpoint, FirstFleet's management team will largely remain in place, and FirstFleet will operate as a business unit within Werner's TTS segment. from an integration standpoint firstfleet's management team will largely remain in place and firstfleet will operate as a business unit within werner's tts segment Going forward, its results will be combined, combined with Werner Dedicated in our quarterly earnings reporting. going forward its results will be combined combined with werner dedicated in our quarterly earnings reporting As mentioned at the top of the call, the transaction is immediately accretive to our EPS even before synergies. as mentioned at the top of the call the transaction is immediately accretive to our eps even before synergies Following the full realization of anticipated synergies, we expect to expand margin and cash flow. While FirstFleet's operating margins have been profitable and durable through this prolonged and challenging downturn, we have identified approximately $18 million in annual synergies, which we expect to be largely implemented within 18 months of closing and will drive continued EPS growth for the next two fiscal years. Closing with a summary of the key takeaways on slide 9. First, the acquisition accelerates our planned transition to Dedicated, making us one of the largest dedicated carriers in the U.S. This also enables us to diversify our revenue streams during market disruptions by increasing exposure to more resilient end markets. Second, with FirstFleet's highly complementary footprint, we will have expanded scale, greater reach, and coverage. Following the full realization of anticipated synergies, we expect to expand margin and cash flow. following the full realization of anticipated synergies we expect to expand margin and cash flow While FirstFleet's operating margins have been profitable and durable through this prolonged and challenging downturn, we have identified approximately $18 million in annual synergies, which we expect to be largely implemented within 18 months of closing and will drive continued EPS growth for the next two fiscal years. while firstfleet's operating margins have been profitable and durable through this prolonged and challenging downturn we have identified approximately $18 million in annual synergies which we expect to be largely implemented within 18 months of closing and will drive continued eps growth for the next two fiscal years Closing with a summary of the key takeaways on slide 9. closing with a summary of the key takeaways on slide 9 First, the acquisition accelerates our planned transition to Dedicated, making us one of the largest dedicated carriers in the U.S. first the acquisition accelerates our planned transition to dedicated making us one of the largest dedicated carriers in the u.s This also enables us to diversify our revenue streams during market disruptions by increasing exposure to more resilient end markets. this also enables us to diversify our revenue streams during market disruptions by increasing exposure to more resilient end markets Second, with FirstFleet's highly complementary footprint, we will have expanded scale, greater reach, and coverage. second with firstfleet's highly complementary footprint we will have expanded scale greater reach and coverage Third, it deepens and diversifies our exposure to top-tier customers across durable and resilient verticals, particularly in retail, manufacturing and industrial, and food and beverage. Fourth, there's a strong cultural fit between Werner and FirstFleet, with a shared commitment to safety, service, and innovation. These shared values give us confidence in a smooth integration and the long-term success of the combined platform. And finally, the transaction provides exceptional EPS value and increases free cash flow while maintaining modest leverage. At this time, I'd like to turn the call over to the operator for a few questions. Third, it deepens and diversifies our exposure to top-tier customers across durable and resilient verticals, particularly in retail, manufacturing and industrial, and food and beverage. third it deepens and diversifies our exposure to top-tier customers across durable and resilient verticals particularly in retail manufacturing and industrial and food and beverage Fourth, there's a strong cultural fit between Werner and FirstFleet, with a shared commitment to safety, service, and innovation. fourth there's a strong cultural fit between werner and firstfleet with a shared commitment to safety service and innovation These shared values give us confidence in a smooth integration and the long-term success of the combined platform. these shared values give us confidence in a smooth integration and the long-term success of the combined platform And finally, the transaction provides exceptional EPS value and increases free cash flow while maintaining modest leverage. and finally the transaction provides exceptional eps value and increases free cash flow while maintaining modest leverage At this time, I'd like to turn the call over to the operator for a few questions. at this time i'd like to turn the call over to the operator for a few questions

Speaker 11: Thank you. To ask a question, you may press star, then one on your telephone keypad. If you're using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. We ask that you please limit yourself to one question. The first question comes from Tom Wadewitz with UBS. Please go ahead. Thank you. thank you To ask a question, you may press star, then one on your telephone keypad. to ask a question you may press star then one on your telephone keypad If you're using a speakerphone, please pick up your handset before pressing the keys. if you're using a speakerphone please pick up your handset before pressing the keys If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. if at any time your question has been addressed and you would like to withdraw your question please press star then two We ask that you please limit yourself to one question. we ask that you please limit yourself to one question The first question comes from Tom Wadewitz with UBS. the first question comes from tom wadewitz with ubs Please go ahead. please go ahead

Speaker 10: Hey, thanks. This is Mike Triano on for Tom. And, guys, congratulations on the deal. Hey, thanks. hey thanks This is Mike Triano on for Tom. this is mike triano on for tom And, guys, congratulations on the deal. and guys congratulations on the deal

Speaker 5: Thank you. Thank you. Thank you. thank you Thank you. thank you

Speaker 10: Wondering if you could just help us a little more with the accretion build. Just what type of operating margin should we assume for FirstFleet? And then on the additional interest expense, how much should we bake into our models related to the deal? Thank you. Wondering if you could just help us a little more with the accretion build. wondering if you could just help us a little more with the accretion build Just what type of operating margin should we assume for FirstFleet? just what type of operating margin should we assume for firstfleet And then on the additional interest expense, how much should we bake into our models related to the deal? and then on the additional interest expense how much should we bake into our models related to the deal Thank you. thank you

Speaker 3: Sure. Hey, Mike, thanks for joining. This is Chris. In terms of margins, I mean, FirstFleet has continued to be profitable across all cycles, durable margins, very much reflective of having a 100% dedicated model. That said, you know, their margins are a bit lower than what we typically see from our dedicated solution. Some of that's given some slight difference in mix, you know, more trailer pools, given some of the trailer intensity of their business and other factors, including having some more operating leases and whatnot. Sure. sure Hey, Mike, thanks for joining. hey mike thanks for joining This is Chris. this is chris In terms of margins, I mean, FirstFleet has continued to be profitable across all cycles, durable margins, very much reflective of having a 100% dedicated model. in terms of margins i mean firstfleet has continued to be profitable across all cycles durable margins very much reflective of having a 100% dedicated model That said, you know, their margins are a bit lower than what we typically see from our dedicated solution. that said you know their margins are a bit lower than what we typically see from our dedicated solution Some of that's given some slight difference in mix, you know, more trailer pools, given some of the trailer intensity of their business and other factors, including having some more operating leases and whatnot. some of that's given some slight difference in mix you know more trailer pools given some of the trailer intensity of their business and other factors including having some more operating leases and whatnot But when you look at that and what we have mentioned as an $18 million midpoint of synergies, which is about 3% of revenue, there's a good opportunity over time here to expand margins, and get that closer to what we expect. So that's on the margin front. In terms of the interest expense, you know, we're not disclosing any of that at this time. We did fund this through some cash on hand, but the majority debt, and that debt is really in two parts. It's an assumption of some low-cost capital leases of the business, in addition to pulling on our revolver, which is also low cost. Overall, this wasn't necessarily your question, but Derek did mention that we expect this to be modest leverage. But when you look at that and what we have mentioned as an $18 million midpoint of synergies, which is about 3% of revenue, there's a good opportunity over time here to expand margins, and get that closer to what we expect. but when you look at that and what we have mentioned as an $18 million midpoint of synergies which is about 3% of revenue there's a good opportunity over time here to expand margins and get that closer to what we expect So that's on the margin front. so that's on the margin front In terms of the interest expense, you know, we're not disclosing any of that at this time. in terms of the interest expense you know we're not disclosing any of that at this time We did fund this through some cash on hand, but the majority debt, and that debt is really in two parts. we did fund this through some cash on hand but the majority debt and that debt is really in two parts It's an assumption of some low-cost capital leases of the business, in addition to pulling on our revolver, which is also low cost. it's an assumption of some low-cost capital leases of the business in addition to pulling on our revolver which is also low cost Overall, this wasn't necessarily your question, but Derek did mention that we expect this to be modest leverage. overall this wasn't necessarily your question but derek did mention that we expect this to be modest leverage I would maybe just add to that to say that, you know, we think this is going to be at our peak, you know, low two times leverage, including pro forma synergies. So probably not as much detail as you would like it at this time, but, you know, we can provide more detail as we get into our next earnings call and provide more guidance for the company overall. I would maybe just add to that to say that, you know, we think this is going to be at our peak, you know, low two times leverage, including pro forma synergies. i would maybe just add to that to say that you know we think this is going to be at our peak you know low two times leverage including pro forma synergies So probably not as much detail as you would like it at this time, but, you know, we can provide more detail as we get into our next earnings call and provide more guidance for the company overall. so probably not as much detail as you would like it at this time but you know we can provide more detail as we get into our next earnings call and provide more guidance for the company overall

Speaker 10: Got it. Thanks, Chris. Got it. got it Thanks, Chris. thanks chris

Speaker 11: The next question comes from Jason Seidl. Please go ahead. The next question comes from Jason Seidl. the next question comes from jason seidl Please go ahead. please go ahead

Speaker 7: Thank you, operator. Derek, Chris, good morning, guys, and congratulations on the deal. Chris, I was wondering if you can go into the $18 million of synergies over the next 18 months and sort of give us sort of the buckets where you expect to derive them from. And then I guess my follow-up question would be, you know, how does the driver pay at the new entity look versus a Werner legacy dedicated? Thanks. Thank you, operator. thank you operator Derek, Chris, good morning, guys, and congratulations on the deal. derek chris good morning guys and congratulations on the deal Chris, I was wondering if you can go into the $18 million of synergies over the next 18 months and sort of give us sort of the buckets where you expect to derive them from. chris i was wondering if you can go into the $18 million of synergies over the next 18 months and sort of give us sort of the buckets where you expect to derive them from And then I guess my follow-up question would be, you know, how does the driver pay at the new entity look versus a Werner legacy dedicated? and then i guess my follow-up question would be you know how does the driver pay at the new entity look versus a werner legacy dedicated Thanks. thanks

Speaker 3: Yeah, good morning. Thanks for the question. Yep. Yeah, I'll take the first part, Derek. On the synergies, $18 million at the midpoint, really three buckets there. Procurement and really just the purchasing power of Werner and FirstFleet being able to benefit in fairly short order on a number of categories, whether that be tires, brake pads, oil filters, windshields, fuel, software and insurance. So a lot of opportunity there from just a combined purchasing power perspective. We've gone through a lot of detail on sizing that up. Also, in terms of operating efficiencies, there's a number of them. Maybe one example is just around maintenance. Yeah, good morning. yeah good morning Thanks for the question. thanks for the question Yep. yep Yeah, I'll take the first part, Derek. yeah i'll take the first part derek On the synergies, $18 million at the midpoint, really three buckets there. on the synergies $18 million at the midpoint really three buckets there Procurement and really just the purchasing power of Werner and FirstFleet being able to benefit in fairly short order on a number of categories, whether that be tires, brake pads, oil filters, windshields, fuel, software and insurance. procurement and really just the purchasing power of werner and firstfleet being able to benefit in fairly short order on a number of categories whether that be tires brake pads oil filters windshields fuel software and insurance So a lot of opportunity there from just a combined purchasing power perspective. so a lot of opportunity there from just a combined purchasing power perspective We've gone through a lot of detail on sizing that up. we've gone through a lot of detail on sizing that up Also, in terms of operating efficiencies, there's a number of them. also in terms of operating efficiencies there's a number of them Maybe one example is just around maintenance. maybe one example is just around maintenance We have a number of terminals that FirstFleet didn't necessarily have access to, given where their density resides, and therefore, in certain parts of the country, they were forced to have more over the road and third-party maintenance expense, and we can quickly flip that to in-house. So that's a big benefit. And then also some revenue synergies, improving the backhaul value, surge capability, just given other assets and resources that we have, that we know is beneficial to our dedicated customers and can also be of a strong benefit to FirstFleet's dedicated customers, and of course, opportunity to cross-sell. We have a number of terminals that FirstFleet didn't necessarily have access to, given where their density resides, and therefore, in certain parts of the country, they were forced to have more over the road and third-party maintenance expense, and we can quickly flip that to in-house. we have a number of terminals that firstfleet didn't necessarily have access to given where their density resides and therefore in certain parts of the country they were forced to have more over the road and third-party maintenance expense and we can quickly flip that to in-house So that's a big benefit. so that's a big benefit And then also some revenue synergies, improving the backhaul value, surge capability, just given other assets and resources that we have, that we know is beneficial to our dedicated customers and can also be of a strong benefit to FirstFleet's dedicated customers, and of course, opportunity to cross-sell. and then also some revenue synergies improving the backhaul value surge capability just given other assets and resources that we have that we know is beneficial to our dedicated customers and can also be of a strong benefit to firstfleet's dedicated customers and of course opportunity to cross-sell

Speaker 7: Are these all evenly split, or is one of the buckets more heavily weighted? Are these all evenly split, or is one of the buckets more heavily weighted? are these all evenly split or is one of the buckets more heavily weighted

Speaker 3: No, I would say this is more weighted on the cost synergy side than the revenue synergy side. No, I would say this is more weighted on the cost synergy side than the revenue synergy side. no i would say this is more weighted on the cost synergy side than the revenue synergy side

Speaker 7: Okay, fair enough. Okay, fair enough. okay fair enough

Speaker 5: Yeah, and I would just add that over time, obviously, the revenue synergies will develop with time. We've got to continue to work and collaborate with the folks here at First Fleet, but we know in fairly short order, there will be increasing opportunities on the revenue synergies. But for today, we wanted to be, you know, pretty specific with some starting guidance for everybody to kind of come out of the gate with. On the driver question, I'll just say this: one of the most attractive things about First Fleet is the cultural fit between us and them, both office, you know, driver maintenance and all of the above, and probably more than anywhere on the leadership side. Yeah, and I would just add that over time, obviously, the revenue synergies will develop with time. yeah and i would just add that over time obviously the revenue synergies will develop with time We've got to continue to work and collaborate with the folks here at First Fleet, but we know in fairly short order, there will be increasing opportunities on the revenue synergies. we've got to continue to work and collaborate with the folks here at first fleet but we know in fairly short order there will be increasing opportunities on the revenue synergies But for today, we wanted to be, you know, pretty specific with some starting guidance for everybody to kind of come out of the gate with. but for today we wanted to be you know pretty specific with some starting guidance for everybody to kind of come out of the gate with On the driver question, I'll just say this: one of the most attractive things about First Fleet is the cultural fit between us and them, both office, you know, driver maintenance and all of the above, and probably more than anywhere on the leadership side. on the driver question i'll just say this one of the most attractive things about first fleet is the cultural fit between us and them both office you know driver maintenance and all of the above and probably more than anywhere on the leadership side But obviously with drivers, you know, pay matters a ton, and so it certainly makes it a lot easier that their pay structures, their pay approach, philosophy, their commitment to safety and service above all else, all align with us. And so when we look through their pay packages and we look through their different networks, we feel like there's a pretty hand-in-glove kind of fit here without a lot of unnecessary sort of friction points because of disparities in approach. But obviously with drivers, you know, pay matters a ton, and so it certainly makes it a lot easier that their pay structures, their pay approach, philosophy, their commitment to safety and service above all else, all align with us. but obviously with drivers you know pay matters a ton and so it certainly makes it a lot easier that their pay structures their pay approach philosophy their commitment to safety and service above all else all align with us And so when we look through their pay packages and we look through their different networks, we feel like there's a pretty hand-in-glove kind of fit here without a lot of unnecessary sort of friction points because of disparities in approach. and so when we look through their pay packages and we look through their different networks we feel like there's a pretty hand-in-glove kind of fit here without a lot of unnecessary sort of friction points because of disparities in approach

Speaker 7: Makes sense. Gentlemen, I appreciate the time as always. Makes sense. makes sense Gentlemen, I appreciate the time as always. gentlemen i appreciate the time as always

Speaker 5: Thank you. Thank you. thank you

Speaker 11: The next question comes from Jordan Alliger with Goldman Sachs. Please go ahead. The next question comes from Jordan Alliger with Goldman Sachs. the next question comes from jordan alliger with goldman sachs Please go ahead. please go ahead

Speaker 8: Yeah, hi. Just a follow-up on a financial question. I don't... Again, I'm not sure you could give color around it yet, around either accretion range or perhaps how much EBIT or EBITDA you're buying, even on a trailing basis. But then the other part of the question is, you know, now that dedicated is north of 50%, how do you think about the dedicated fleet growth plans from here, especially given that maybe one-way it could be approaching a bottom, given all the supply side constraints? You know, do you think there could be opportunities back in the one-way side, or is it just going to continue to push dedicated, even perhaps at the bottom? Thanks. Yeah, hi. yeah hi Just a follow-up on a financial question. just a follow-up on a financial question I don't... i don't Again, I'm not sure you could give color around it yet, around either accretion range or perhaps how much EBIT or EBITDA you're buying, even on a trailing basis. again i'm not sure you could give color around it yet around either accretion range or perhaps how much ebit or ebitda you're buying even on a trailing basis But then the other part of the question is, you know, now that dedicated is north of 50%, how do you think about the dedicated fleet growth plans from here, especially given that maybe one-way it could be approaching a bottom, given all the supply side constraints? but then the other part of the question is you know now that dedicated is north of 50% how do you think about the dedicated fleet growth plans from here especially given that maybe one-way it could be approaching a bottom given all the supply side constraints You know, do you think there could be opportunities back in the one-way side, or is it just going to continue to push dedicated, even perhaps at the bottom? you know do you think there could be opportunities back in the one-way side or is it just going to continue to push dedicated even perhaps at the bottom Thanks. thanks

Speaker 5: Yeah, perhaps I'll start on the dedicated one-way question, and then, Chris, you can come in with more color. But I would think about it a little differently than the way you asked the question. When things start to turn, like the market we're in right now, assets matter, and assets are going to matter a lot more in the coming months and coming quarters. And so we're, by doing an acquisition like this, we're able to both simultaneously lean into our long-term strategy about durable, dedicated business across multiple verticals with winning customers, without sacrificing the size of our one-way fleet to be able to seat those tractors and to find that growth more organically. Yeah, perhaps I'll start on the dedicated one-way question, and then, Chris, you can come in with more color. yeah perhaps i'll start on the dedicated one-way question and then chris you can come in with more color But I would think about it a little differently than the way you asked the question. but i would think about it a little differently than the way you asked the question When things start to turn, like the market we're in right now, assets matter, and assets are going to matter a lot more in the coming months and coming quarters. when things start to turn like the market we're in right now assets matter and assets are going to matter a lot more in the coming months and coming quarters And so we're, by doing an acquisition like this, we're able to both simultaneously lean into our long-term strategy about durable, dedicated business across multiple verticals with winning customers, without sacrificing the size of our one-way fleet to be able to seat those tractors and to find that growth more organically. and so we're by doing an acquisition like this we're able to both simultaneously lean into our long-term strategy about durable dedicated business across multiple verticals with winning customers without sacrificing the size of our one-way fleet to be able to seat those tractors and to find that growth more organically And so, a different perspective on the same question would be that we're able to maintain the size of our one-way fleet currently, while significantly growing the business and significantly growing on our long-term journey relative to dedicated, so that one-way fleet is more nimble, more available, more flexible as this market continues to turn, which we believe it will. And so I think it's sort of the best of both worlds. They've got long-standing dedicated relationships for multiple decades. We want to grow upon those relationships. We know many of those people already at those customers, and we're going to continue to lean into the kind of quality that FirstFleet's already provided them. And so, a different perspective on the same question would be that we're able to maintain the size of our one-way fleet currently, while significantly growing the business and significantly growing on our long-term journey relative to dedicated, so that one-way fleet is more nimble, more available, more flexible as this market continues to turn, which we believe it will. and so a different perspective on the same question would be that we're able to maintain the size of our one-way fleet currently while significantly growing the business and significantly growing on our long-term journey relative to dedicated so that one-way fleet is more nimble more available more flexible as this market continues to turn which we believe it will And so I think it's sort of the best of both worlds. and so i think it's sort of the best of both worlds They've got long-standing dedicated relationships for multiple decades. they've got long-standing dedicated relationships for multiple decades We want to grow upon those relationships. we want to grow upon those relationships We know many of those people already at those customers, and we're going to continue to lean into the kind of quality that FirstFleet's already provided them. we know many of those people already at those customers and we're going to continue to lean into the kind of quality that firstfleet's already provided them And yet, in one way, we're able to continue to preserve the size of that one-way fleet and then augment it with PowerLink and the work we've been doing for some time as we continue to grow out our sort of asset-light solution within one-way via our PowerLink power-only product. So all in, you know, we think it's a win across the board, and we're pretty excited about it as we look forward. And yet, in one way, we're able to continue to preserve the size of that one-way fleet and then augment it with PowerLink and the work we've been doing for some time as we continue to grow out our sort of asset-light solution within one-way via our PowerLink power-only product. and yet in one way we're able to continue to preserve the size of that one-way fleet and then augment it with powerlink and the work we've been doing for some time as we continue to grow out our sort of asset-light solution within one-way via our powerlink power-only product So all in, you know, we think it's a win across the board, and we're pretty excited about it as we look forward. so all in you know we think it's a win across the board and we're pretty excited about it as we look forward

Speaker 3: Yeah, and Jordan, I would just add to it, you know, back to your question on accretion. This is a very attractive, you know, value and asset for us. It, it's strategic. We think the value is right, particularly, once we look at its value, once it's fully synergized, we think the time is right. So we're very excited about the value. We said it was immediately accretive. You know, I would maybe just add to it that it's double digit accretive. Yeah, and Jordan, I would just add to it, you know, back to your question on accretion. yeah and jordan i would just add to it you know back to your question on accretion This is a very attractive, you know, value and asset for us. this is a very attractive you know value and asset for us It, it's strategic. it it's strategic We think the value is right, particularly, once we look at its value, once it's fully synergized, we think the time is right. we think the value is right particularly once we look at its value once it's fully synergized we think the time is right So we're very excited about the value. so we're very excited about the value We said it was immediately accretive. we said it was immediately accretive You know, I would maybe just add to it that it's double digit accretive. you know i would maybe just add to it that it's double digit accretive I know that doesn't maybe give you as much finite detail as you, as you would like, but we're pretty excited about the, the value that this brings to, to earnings immediately, and as we expand margins and, and take that from a very good value to a great value. So we're excited about it. I know that doesn't maybe give you as much finite detail as you, as you would like, but we're pretty excited about the, the value that this brings to, to earnings immediately, and as we expand margins and, and take that from a very good value to a great value. i know that doesn't maybe give you as much finite detail as you as you would like but we're pretty excited about the the value that this brings to to earnings immediately and as we expand margins and and take that from a very good value to a great value So we're excited about it. so we're excited about it

Speaker 8: Thank you. Thank you. thank you

Speaker 11: The next question comes from Bascome Majors with Susquehanna. Please go ahead. The next question comes from Bascome Majors with Susquehanna. the next question comes from bascome majors with susquehanna Please go ahead. please go ahead

Speaker 1: Yeah, thanks for taking my question. Just wanted to follow up on the prior question about the one-way fleet and how it fits in the mix long term. Can you talk a little bit about how you feel that you are positioned for that upturn now? And, you know, is the message from that prior answer, like, we're kind of where we want to be on an absolute size and maybe the asset side of that, and any growth will be from power only? Just thinking about, like, on an absolute basis, how you scale with the one-way side of the business as you continue to go with dedicated long term. Thank you. Yeah, thanks for taking my question. yeah thanks for taking my question Just wanted to follow up on the prior question about the one-way fleet and how it fits in the mix long term. just wanted to follow up on the prior question about the one-way fleet and how it fits in the mix long term Can you talk a little bit about how you feel that you are positioned for that upturn now? can you talk a little bit about how you feel that you are positioned for that upturn now And, you know, is the message from that prior answer, like, we're kind of where we want to be on an absolute size and maybe the asset side of that, and any growth will be from power only? and you know is the message from that prior answer like we're kind of where we want to be on an absolute size and maybe the asset side of that and any growth will be from power only Just thinking about, like, on an absolute basis, how you scale with the one-way side of the business as you continue to go with dedicated long term. just thinking about like on an absolute basis how you scale with the one-way side of the business as you continue to go with dedicated long term Thank you. thank you

Speaker 5: Yeah, I'll speak to that, but only as it relates to the acquisition. Obviously, we have a call next week with where everybody will get another crack at us for all kinds of longer term or more broad-based market questions. But we have previously communicated, and we'll stay consistent with that, that messaging, that we do believe one-way is about the size that we think it should be. We're going to continue to work and provide that one-way solution, both to the over-the-road market, but also it serves as a surge capability within Dedicated, which now has even more demand for that surge with the acquisition itself. So if you think about a company like FirstFleet, they've done some incredible things for many, many decades and had to do so with arguably one hand tied behind their back. Yeah, I'll speak to that, but only as it relates to the acquisition. yeah i'll speak to that but only as it relates to the acquisition Obviously, we have a call next week with where everybody will get another crack at us for all kinds of longer term or more broad-based market questions. obviously we have a call next week with where everybody will get another crack at us for all kinds of longer term or more broad-based market questions But we have previously communicated, and we'll stay consistent with that, that messaging, that we do believe one-way is about the size that we think it should be. but we have previously communicated and we'll stay consistent with that that messaging that we do believe one-way is about the size that we think it should be We're going to continue to work and provide that one-way solution, both to the over-the-road market, but also it serves as a surge capability within Dedicated, which now has even more demand for that surge with the acquisition itself. we're going to continue to work and provide that one-way solution both to the over-the-road market but also it serves as a surge capability within dedicated which now has even more demand for that surge with the acquisition itself So if you think about a company like FirstFleet, they've done some incredible things for many, many decades and had to do so with arguably one hand tied behind their back. so if you think about a company like firstfleet they've done some incredible things for many many decades and had to do so with arguably one hand tied behind their back They didn't have the same surge capabilities, they didn't have the same abilities to bring multiple products to bear, and yet still built a hell of a business. And so when we take that product and that business and combine it with what we can now bring to bear, we see a lot of upside across Dedicated, across One-Way, across, frankly, the entire portfolio. So we're excited about it, and we're excited about the fact that on the cost synergy side, which we've referenced several times, we can do all of the above and still bring a quality priced product to our customer while expanding our margins through our own internal hard work, not through their wallets. They didn't have the same surge capabilities, they didn't have the same abilities to bring multiple products to bear, and yet still built a hell of a business. they didn't have the same surge capabilities they didn't have the same abilities to bring multiple products to bear and yet still built a hell of a business And so when we take that product and that business and combine it with what we can now bring to bear, we see a lot of upside across Dedicated, across One-Way, across, frankly, the entire portfolio. and so when we take that product and that business and combine it with what we can now bring to bear we see a lot of upside across dedicated across one-way across frankly the entire portfolio So we're excited about it, and we're excited about the fact that on the cost synergy side, which we've referenced several times, we can do all of the above and still bring a quality priced product to our customer while expanding our margins through our own internal hard work, not through their wallets. so we're excited about it and we're excited about the fact that on the cost synergy side which we've referenced several times we can do all of the above and still bring a quality priced product to our customer while expanding our margins through our own internal hard work not through their wallets And so it provides an example where, you know, these two organizations coming together can just be a leaner, kind of meaner version of themselves. And so it provides an example where, you know, these two organizations coming together can just be a leaner, kind of meaner version of themselves. and so it provides an example where you know these two organizations coming together can just be a leaner kind of meaner version of themselves

Speaker 1: Thank you. Thank you. thank you

Speaker 5: Thank you. Thank you. thank you

Speaker 11: The next question comes from Eric Morgan with Barclays. Please go ahead. The next question comes from Eric Morgan with Barclays. the next question comes from eric morgan with barclays Please go ahead. please go ahead

Speaker 6: Hey, good morning. Congrats on the deal, and thanks for taking my question. I was wondering if you could, I guess, elaborate a bit on just the growth profile of FirstFleet. I know you referenced it's been profitable through cycles, but I guess just thinking more about kind of top-line trajectory historically, looking ahead, and maybe just any discussion on, you know, the commercial strategy, customer concentration, and opportunities you see there. Hey, good morning. hey good morning Congrats on the deal, and thanks for taking my question. congrats on the deal and thanks for taking my question I was wondering if you could, I guess, elaborate a bit on just the growth profile of FirstFleet. i was wondering if you could i guess elaborate a bit on just the growth profile of firstfleet I know you referenced it's been profitable through cycles, but I guess just thinking more about kind of top-line trajectory historically, looking ahead, and maybe just any discussion on, you know, the commercial strategy, customer concentration, and opportunities you see there. i know you referenced it's been profitable through cycles but i guess just thinking more about kind of top-line trajectory historically looking ahead and maybe just any discussion on you know the commercial strategy customer concentration and opportunities you see there

Speaker 5: Yeah, sure. So, I mean, first off, FirstFleet's not immune to the market that we've been in over the last several years, no different than Werner or anybody else. So the more recent trailing, call it, 2-year growth profile has been muted compared to historical averages. But what we do know is that the relationships they have with customers are extremely strong. They're, while they're participating at a multi-location level at almost every one of their major customers, those customers have many more locations still available and in play. We know Dedicated is a $30 billion+ addressable market, probably closer to 40 than 30, to be frank. And so our ability to bring a better overall solution with the density that this provides is something we're real excited about. Yeah, sure. yeah sure So, I mean, first off, FirstFleet's not immune to the market that we've been in over the last several years, no different than Werner or anybody else. so i mean first off firstfleet's not immune to the market that we've been in over the last several years no different than werner or anybody else So the more recent trailing, call it, 2-year growth profile has been muted compared to historical averages. so the more recent trailing call it 2-year growth profile has been muted compared to historical averages But what we do know is that the relationships they have with customers are extremely strong. but what we do know is that the relationships they have with customers are extremely strong They're, while they're participating at a multi-location level at almost every one of their major customers, those customers have many more locations still available and in play. they're while they're participating at a multi-location level at almost every one of their major customers those customers have many more locations still available and in play We know Dedicated is a $30 billion+ addressable market, probably closer to 40 than 30, to be frank. we know dedicated is a $30 billion+ addressable market probably closer to 40 than 30 to be frank And so our ability to bring a better overall solution with the density that this provides is something we're real excited about. and so our ability to bring a better overall solution with the density that this provides is something we're real excited about You know, in Dedicated, although the assets are in fact dedicated to particular customers, the more density and more other fleets you have in the neighborhood, in the vicinity, regionally or otherwise, just gives you the opportunity to bring, you know, surge capabilities and all kinds of additional capacity. And really, basically, simultaneously give the customer a better product while giving ourself a lower cost to serve. And so those are things that as we look forward, we're pretty excited about. You know, in Dedicated, although the assets are in fact dedicated to particular customers, the more density and more other fleets you have in the neighborhood, in the vicinity, regionally or otherwise, just gives you the opportunity to bring, you know, surge capabilities and all kinds of additional capacity. you know in dedicated although the assets are in fact dedicated to particular customers the more density and more other fleets you have in the neighborhood in the vicinity regionally or otherwise just gives you the opportunity to bring you know surge capabilities and all kinds of additional capacity And really, basically, simultaneously give the customer a better product while giving ourself a lower cost to serve. and really basically simultaneously give the customer a better product while giving ourself a lower cost to serve And so those are things that as we look forward, we're pretty excited about. and so those are things that as we look forward we're pretty excited about

Speaker 6: Thanks. Thanks. thanks

Speaker 5: Thank you. Thank you. thank you

Speaker 11: The next question comes from Chris Wetherbee with Wells Fargo. Please go ahead. The next question comes from Chris Wetherbee with Wells Fargo. the next question comes from chris wetherbee with wells fargo Please go ahead. please go ahead

Speaker 4: Hey, hey, thanks. Good morning, guys. So maybe just following up a little bit on, on cash flow, maybe CapEx needs, and I guess maybe one follow-up question as we think about just the margin profile of the business. I think you said sort of maybe looks a little different than what your dedicated margin looks like. Obviously, the one way has been probably the bigger pressure on your results over the course of the last, you know, trailing 12 months or so. So maybe if you give us a little bit of sense of, of where that might fall relative to where you guys have been running. Hey, hey, thanks. hey hey thanks Good morning, guys. good morning guys So maybe just following up a little bit on, on cash flow, maybe CapEx needs, and I guess maybe one follow-up question as we think about just the margin profile of the business. so maybe just following up a little bit on on cash flow maybe capex needs and i guess maybe one follow-up question as we think about just the margin profile of the business I think you said sort of maybe looks a little different than what your dedicated margin looks like. i think you said sort of maybe looks a little different than what your dedicated margin looks like Obviously, the one way has been probably the bigger pressure on your results over the course of the last, you know, trailing 12 months or so. obviously the one way has been probably the bigger pressure on your results over the course of the last you know trailing 12 months or so So maybe if you give us a little bit of sense of, of where that might fall relative to where you guys have been running. so maybe if you give us a little bit of sense of of where that might fall relative to where you guys have been running And then, yeah, again, on the cash flow piece, any CapEx needs that are unique about this business and maybe how quickly you think you can kind of take that leverage number back down once you have it, you know, accretive? And then, yeah, again, on the cash flow piece, any CapEx needs that are unique about this business and maybe how quickly you think you can kind of take that leverage number back down once you have it, you know, accretive? and then yeah again on the cash flow piece any capex needs that are unique about this business and maybe how quickly you think you can kind of take that leverage number back down once you have it you know accretive

Speaker 3: Yeah, sure. Hey, Chris. Yeah, from a cash flow standpoint, this is gonna be cash flow accretive. First Fleet has strong free cash flow conversion, a lower run rate of CapEx than typically, you know, what we see. So this is gonna be very positive, great value from a cash flow standpoint. I mentioned kind of that low 2x peak leverage, including pro forma synergies. We do expect to prioritize debt reduction and be able to delever from there. And then you were also asking about margins. I don't know that there's really much more to say than what we've already, you know, said here, other than they're good margins. It's a profitable business throughout all cycles, including this much prolonged down cycle. Yeah, sure. yeah sure Hey, Chris. hey chris Yeah, from a cash flow standpoint, this is gonna be cash flow accretive. yeah from a cash flow standpoint this is gonna be cash flow accretive First Fleet has strong free cash flow conversion, a lower run rate of CapEx than typically, you know, what we see. first fleet has strong free cash flow conversion a lower run rate of capex than typically you know what we see So this is gonna be very positive, great value from a cash flow standpoint. so this is gonna be very positive great value from a cash flow standpoint I mentioned kind of that low 2x peak leverage, including pro forma synergies. i mentioned kind of that low 2x peak leverage including pro forma synergies We do expect to prioritize debt reduction and be able to delever from there. we do expect to prioritize debt reduction and be able to delever from there And then you were also asking about margins. and then you were also asking about margins I don't know that there's really much more to say than what we've already, you know, said here, other than they're good margins. i don't know that there's really much more to say than what we've already you know said here other than they're good margins It's a profitable business throughout all cycles, including this much prolonged down cycle. it's a profitable business throughout all cycles including this much prolonged down cycle And we have opportunity to expand it even more, to the tune of 3% of revenue, once we get fully synergized. And none of that is putting the high service focus that First Fleet has with its customers, and that we certainly value and that they do a great job with. So, you know, this is very low to mid-lying fruit, if you will, on opportunities to expand margin, and we're excited about what that financial model looks like and relative to what we expect from our own business. And we have opportunity to expand it even more, to the tune of 3% of revenue, once we get fully synergized. and we have opportunity to expand it even more to the tune of 3% of revenue once we get fully synergized And none of that is putting the high service focus that First Fleet has with its customers, and that we certainly value and that they do a great job with. and none of that is putting the high service focus that first fleet has with its customers and that we certainly value and that they do a great job with So, you know, this is very low to mid-lying fruit, if you will, on opportunities to expand margin, and we're excited about what that financial model looks like and relative to what we expect from our own business. so you know this is very low to mid-lying fruit if you will on opportunities to expand margin and we're excited about what that financial model looks like and relative to what we expect from our own business

Speaker 4: Okay. Helpful. Appreciate it. Thank you. Okay. okay Helpful. helpful Appreciate it. appreciate it Thank you. thank you

Speaker 5: Thank you. Thank you. thank you

Speaker 11: The next question comes from Chris Wetherbee with Wells Fargo.. Please go ahead. The next question comes from Chris Wetherbee with Wells Fargo. . the next question comes from chris wetherbee with wells fargo Please go ahead. please go ahead

Speaker 13: Hey, thanks. Morning. Can you... maybe a different version of the same question we've all asked, maybe. Can you just share, like, the purchase multiple on, on EBITDA? Chris, your comment about double-digit accretion, is that pre or post synergy? And then, Derek, you guys did a few big deals in, in recent years. What's been the experience with revenue retention on those deals, and do you think this—any reason to think this one's any different, better, or worse? Hey, thanks. hey thanks Morning. morning Can you... maybe a different version of the same question we've all asked, maybe. can you maybe a different version of the same question we've all asked maybe Can you just share, like, the purchase multiple on, on EBITDA? can you just share like the purchase multiple on on ebitda Chris, your comment about double-digit accretion, is that pre or post synergy? chris your comment about double-digit accretion is that pre or post synergy And then, Derek, you guys did a few big deals in, in recent years. and then derek you guys did a few big deals in in recent years What's been the experience with revenue retention on those deals, and do you think this—any reason to think this one's any different, better, or worse? what's been the experience with revenue retention on those deals and do you think this—any reason to think this one's any different better or worse Yeah, I'll start, I guess, on the revenue retention side. You're right, we've done four deals to date. We've had pretty good success with revenue retention on those. Two were truck, you know, kind of trucking or truckload operations. One was a final mile company, and the last was ReedTMS, which was predominantly a brokerage logistics organization. I think in three of the four, revenues were up year-over-year at the one-year anniversary mark. One of them was not, but that had more to do with the big and bulky kind of crash that took place after COVID. So I think our experience has been pretty solid. This is a large asset-intensive business, and so it's all about staying close to the drivers. Yeah, I'll start, I guess, on the revenue retention side. yeah i'll start i guess on the revenue retention side You're right, we've done four deals to date. you're right we've done four deals to date We've had pretty good success with revenue retention on those. we've had pretty good success with revenue retention on those Two were truck, you know, kind of trucking or truckload operations. two were truck you know kind of trucking or truckload operations One was a final mile company, and the last was Reed TMS, which was predominantly a brokerage logistics organization. one was a final mile company and the last was reed tms which was predominantly a brokerage logistics organization I think in three of the four, revenues were up year-over-year at the one-year anniversary mark. i think in three of the four revenues were up year-over-year at the one-year anniversary mark One of them was not, but that had more to do with the big and bulky kind of crash that took place after COVID. one of them was not but that had more to do with the big and bulky kind of crash that took place after covid So I think our experience has been pretty solid. so i think our experience has been pretty solid This is a large asset-intensive business, and so it's all about staying close to the drivers. this is a large asset-intensive business and so it's all about staying close to the drivers As I mentioned earlier, one of the best things in this deal is a couple of things come to note. One is long-term customer relationships over multiple decades, especially at the top end of the customer list. We're gonna stand by those commitments and those customers. We're gonna work with FirstFleet to give them even better support than maybe they had when they were trying to go it alone. And we expect to keep those customers. We're gonna work hard to make sure and earn their trust. The other one is on the driver side. If you had a lot of frictional issues going with drivers, like meaning our spec is fundamentally different, our pay packages are fundamentally different, you'd have issues. But they're not, and we're not changing those. As I mentioned earlier, one of the best things in this deal is a couple of things come to note. as i mentioned earlier one of the best things in this deal is a couple of things come to note One is long-term customer relationships over multiple decades, especially at the top end of the customer list. one is long-term customer relationships over multiple decades especially at the top end of the customer list We're gonna stand by those commitments and those customers. we're gonna stand by those commitments and those customers We're gonna work with FirstFleet to give them even better support than maybe they had when they were trying to go it alone. we're gonna work with firstfleet to give them even better support than maybe they had when they were trying to go it alone And we expect to keep those customers. and we expect to keep those customers We're gonna work hard to make sure and earn their trust. we're gonna work hard to make sure and earn their trust The other one is on the driver side. the other one is on the driver side If you had a lot of frictional issues going with drivers, like meaning our spec is fundamentally different, our pay packages are fundamentally different, you'd have issues. if you had a lot of frictional issues going with drivers like meaning our spec is fundamentally different our pay packages are fundamentally different you'd have issues But they're not, and we're not changing those. but they're not and we're not changing those As we think about the synergies, synergies don't come from changing driver pay or messing with people's W-2. It's about, you know, blocking and tackling maintenance, tires, tractors, trailers, fuel. And that's the best kind of synergies because we can just go out and have more purchasing power and kind of improve the experience of the customer, driver, and everybody in between. So yeah, I would tell you, Scott, I'm pretty confident in the revenue retention on this one. Obviously, it takes real work, and actions are louder than words, and so we're gonna go to work. As we think about the synergies, synergies don't come from changing driver pay or messing with people's W-2. as we think about the synergies synergies don't come from changing driver pay or messing with people's w-2 It's about, you know, blocking and tackling maintenance, tires, tractors, trailers, fuel. it's about you know blocking and tackling maintenance tires tractors trailers fuel And that's the best kind of synergies because we can just go out and have more purchasing power and kind of improve the experience of the customer, driver, and everybody in between. and that's the best kind of synergies because we can just go out and have more purchasing power and kind of improve the experience of the customer driver and everybody in between So yeah, I would tell you, Scott, I'm pretty confident in the revenue retention on this one. so yeah i would tell you scott i'm pretty confident in the revenue retention on this one Obviously, it takes real work, and actions are louder than words, and so we're gonna go to work. obviously it takes real work and actions are louder than words and so we're gonna go to work

Speaker 3: Scott, just to answer, you know, the other parts of your question, the comment about immediate accretion, double digits, that's pre-synergies. So again, very attractive value. I know everybody's trying to get more granular on, you know, TEV multiples and EBITDA. Again, I would just say it's $615 million of LTM revenue. It's $245 million on the operating company. There was also $37.8 million, but that's more for 11 properties and certain acquired real estate. It's attractive value. I would say that it's a mid-single-digit TEV multiple, but you know, that's based on management forward-looking estimates of adjusted EBITDA. So I'm not gonna get too granular on that because there's implications for doing so. Scott, just to answer, you know, the other parts of your question, the comment about immediate accretion, double digits, that's pre-synergies. scott just to answer you know the other parts of your question the comment about immediate accretion double digits that's pre-synergies So again, very attractive value. so again very attractive value I know everybody's trying to get more granular on, you know, TEV multiples and EBITDA. i know everybody's trying to get more granular on you know tev multiples and ebitda Again, I would just say it's $615 million of LTM revenue. again i would just say it's $615 million of ltm revenue It's $245 million on the operating company. it's $245 million on the operating company There was also $37.8 million, but that's more for 11 properties and certain acquired real estate. there was also $37.8 million but that's more for 11 properties and certain acquired real estate It's attractive value. it's attractive value I would say that it's a mid-single-digit TEV multiple, but you know, that's based on management forward-looking estimates of adjusted EBITDA. i would say that it's a mid-single-digit tev multiple but you know that's based on management forward-looking estimates of adjusted ebitda So I'm not gonna get too granular on that because there's implications for doing so. so i'm not gonna get too granular on that because there's implications for doing so But, we're excited about the value of this acquisition. But, we're excited about the value of this acquisition. but we're excited about the value of this acquisition

Speaker 13: Okay. Thank you. I totally get it, you guys don't want to share. Maybe just one thought, just thinking out loud. Maybe on earnings, instead of giving the accretion on this, maybe we get, like, more of like a- Okay. okay Thank you. thank you I totally get it, you guys don't want to share. i totally get it you guys don't want to share Maybe just one thought, just thinking out loud. maybe just one thought just thinking out loud Maybe on earnings, instead of giving the accretion on this, maybe we get, like, more of like a- maybe on earnings instead of giving the accretion on this maybe we get like more of like a- ... consolidated earnings guide or something like that for 2026, maybe that could be more helpful. Just as a thought. All right. Thank you, guys. Appreciate the time. Thank you. ... consolidated earnings guide or something like that for 2026, maybe that could be more helpful. consolidated earnings guide or something like that for 2026 maybe that could be more helpful Just as a thought. just as a thought All right. all right Thank you, guys. thank you guys Appreciate the time. appreciate the time Thank you. thank you

Speaker 5: Thank you, Scott. Thank you, Scott. thank you scott

Speaker 3: Noted. Thanks, Scott. Noted. noted Thanks, Scott. thanks scott

Speaker 11: The next question comes from Trey Reid with Stephens. Please go ahead. The next question comes from Trey Reid with Stephens. the next question comes from trey reid with stephens Please go ahead. please go ahead

Speaker 14: Hey, guys. Thanks for taking my question. Earlier you mentioned that $18 million of synergies was a midpoint. If you could maybe give what that range is, the bottom end and the top end, and maybe what needs to happen to be at that bottom end, or what needs to go well to be at that top end? And then as we think about the fleet that you bought, the 2,400 trucks, do you-- what's an average age that we can think about as we try to kind of compare what this transaction looks like compared to the book value of the operating fleet that you're buying? Thank you. Hey, guys. hey guys Thanks for taking my question. thanks for taking my question Earlier you mentioned that $18 million of synergies was a midpoint. earlier you mentioned that $18 million of synergies was a midpoint If you could maybe give what that range is, the bottom end and the top end, and maybe what needs to happen to be at that bottom end, or what needs to go well to be at that top end? if you could maybe give what that range is the bottom end and the top end and maybe what needs to happen to be at that bottom end or what needs to go well to be at that top end And then as we think about the fleet that you bought, the 2,400 trucks, do you-- what's an average age that we can think about as we try to kind of compare what this transaction looks like compared to the book value of the operating fleet that you're buying? and then as we think about the fleet that you bought the 2,400 trucks do you-- what's an average age that we can think about as we try to kind of compare what this transaction looks like compared to the book value of the operating fleet that you're buying Thank you. thank you

Speaker 3: Yeah, good morning. I'll take the synergy topic. Yeah, we said $18 million is the midpoint. I won't get too granular on you. I think the range could be ±10%, you know, from there. I would also say that, you know, we haven't factored in everything. This is not fully exhaustive. It's prior to, you know, us settling into this business and getting to know the business, engaging with customers, with associates, with drivers, which we're excited to do before we get too focused on integration. So, we're going to do this right and take our time to realize value, but do it in a thoughtful way. Yeah, good morning. yeah good morning I'll take the synergy topic. i'll take the synergy topic Yeah, we said $18 million is the midpoint. yeah we said $18 million is the midpoint I won't get too granular on you. i won't get too granular on you I think the range could be ±10%, you know, from there. i think the range could be ±10% you know from there I would also say that, you know, we haven't factored in everything. i would also say that you know we haven't factored in everything This is not fully exhaustive. this is not fully exhaustive It's prior to, you know, us settling into this business and getting to know the business, engaging with customers, with associates, with drivers, which we're excited to do before we get too focused on integration. it's prior to you know us settling into this business and getting to know the business engaging with customers with associates with drivers which we're excited to do before we get too focused on integration So, we're going to do this right and take our time to realize value, but do it in a thoughtful way. so we're going to do this right and take our time to realize value but do it in a thoughtful way So, you know, we've talked about really the buckets, in doing that, purchasing power, procurement, operating efficiencies, as well as over time, some revenue synergies that are also multipronged. I think this is, you know, thoughtful. It's not overly comprehensive. Once we get, you know, call it 18 months to two years under our belt, you know, or even sooner, we may see other opportunities. At this point, you know, this is what we've sized up, and we're excited to get closer to this business and the talent and the customers, to reassess and see how we can collaborate to harvest additional value while servicing our customers very, very well. So, you know, we've talked about really the buckets, in doing that, purchasing power, procurement, operating efficiencies, as well as over time, some revenue synergies that are also multipronged. so you know we've talked about really the buckets in doing that purchasing power procurement operating efficiencies as well as over time some revenue synergies that are also multipronged I think this is, you know, thoughtful. i think this is you know thoughtful It's not overly comprehensive. it's not overly comprehensive Once we get, you know, call it 18 months to two years under our belt, you know, or even sooner, we may see other opportunities. once we get you know call it 18 months to two years under our belt you know or even sooner we may see other opportunities At this point, you know, this is what we've sized up, and we're excited to get closer to this business and the talent and the customers, to reassess and see how we can collaborate to harvest additional value while servicing our customers very, very well. at this point you know this is what we've sized up and we're excited to get closer to this business and the talent and the customers to reassess and see how we can collaborate to harvest additional value while servicing our customers very very well

Speaker 14: And then if you have, if you have any color on maybe the book value of, of the fleet, that you're buying here? And then if you have, if you have any color on maybe the book value of, of the fleet, that you're buying here? and then if you have if you have any color on maybe the book value of of the fleet that you're buying here

Speaker 3: No, I don't have any specifics to share with you at this time on book value of the fleet. No, I don't have any specifics to share with you at this time on book value of the fleet. no i don't have any specifics to share with you at this time on book value of the fleet

Speaker 5: As it relates to, you mentioned earlier, age and things like that, it's similar. There's going to be some opportunity for us to freshen the fleet over time, obviously. And we've mentioned earlier that, you know, they have a large portion of their tractor fleet that's operating the capital leases. Over time, that model may change, and based on our ability to infuse equipment into the fleet. And again, this is, you know, first call. You're going to get another crack in a week, and we'll have more color as we go. As it relates to, you mentioned earlier, age and things like that, it's similar. as it relates to you mentioned earlier age and things like that it's similar There's going to be some opportunity for us to freshen the fleet over time, obviously. there's going to be some opportunity for us to freshen the fleet over time obviously And we've mentioned earlier that, you know, they have a large portion of their tractor fleet that's operating the capital leases. and we've mentioned earlier that you know they have a large portion of their tractor fleet that's operating the capital leases Over time, that model may change, and based on our ability to infuse equipment into the fleet. over time that model may change and based on our ability to infuse equipment into the fleet And again, this is, you know, first call. and again this is you know first call You're going to get another crack in a week, and we'll have more color as we go. you're going to get another crack in a week and we'll have more color as we go But right now, the good point is, or the good thing is that this is not a fixer-upper, whether that's relative to fleet age, customer mix, or current profitability in what has been a difficult market up to this point. This is one that we have line of sight to the improvements that can be made and the enhancements that we can bring to the table, which is part of what causes our excitement over it. But right now, the good point is, or the good thing is that this is not a fixer-upper, whether that's relative to fleet age, customer mix, or current profitability in what has been a difficult market up to this point. but right now the good point is or the good thing is that this is not a fixer-upper whether that's relative to fleet age customer mix or current profitability in what has been a difficult market up to this point This is one that we have line of sight to the improvements that can be made and the enhancements that we can bring to the table, which is part of what causes our excitement over it. this is one that we have line of sight to the improvements that can be made and the enhancements that we can bring to the table which is part of what causes our excitement over it

Speaker 14: Got it. Thank you, guys. Got it. got it Thank you, guys. thank you guys

Speaker 11: The next question comes from Ravi Shankar with Morgan Stanley. Please go ahead. The next question comes from Ravi Shankar with Morgan Stanley. the next question comes from ravi shankar with morgan stanley Please go ahead. please go ahead

Speaker 12: Good morning, guys. How long have you been thinking of doing a dedicated deal like this, and kind of how long have you been talking to First Fleet in particular? And also, did you think of diversifying into any other parts of trucking, you know, maybe outside of maybe your core competency, even instead of doubling down on dedicated? Thank you. Good morning, guys. good morning guys How long have you been thinking of doing a dedicated deal like this, and kind of how long have you been talking to First Fleet in particular? how long have you been thinking of doing a dedicated deal like this and kind of how long have you been talking to first fleet in particular And also, did you think of diversifying into any other parts of trucking, you know, maybe outside of maybe your core competency, even instead of doubling down on dedicated? and also did you think of diversifying into any other parts of trucking you know maybe outside of maybe your core competency even instead of doubling down on dedicated Thank you. thank you

Speaker 5: Yeah, Ravi, we talk a lot and spend a lot of time looking at opportunities across a variety of portion across our portfolio. We've been, you know, pretty clear about our desire to continue to lean into and grow the non-asset part of our portfolio, and we've done so, and we'll continue to do that organically and be open-minded otherwise. But pure play dedicated opportunities, especially of high quality, with the kind of culture and kind of customer mix that FirstFleet have, don't come around very often. So, we've been in conversations for many months. This took a long time to come together, and we're very excited to get to what we refer to now as the starting line, not the finish line. Yeah, Ravi, we talk a lot and spend a lot of time looking at opportunities across a variety of portion across our portfolio. yeah ravi we talk a lot and spend a lot of time looking at opportunities across a variety of portion across our portfolio We've been, you know, pretty clear about our desire to continue to lean into and grow the non-asset part of our portfolio, and we've done so, and we'll continue to do that organically and be open-minded otherwise. we've been you know pretty clear about our desire to continue to lean into and grow the non-asset part of our portfolio and we've done so and we'll continue to do that organically and be open-minded otherwise But pure play dedicated opportunities, especially of high quality, with the kind of culture and kind of customer mix that FirstFleet have, don't come around very often. but pure play dedicated opportunities especially of high quality with the kind of culture and kind of customer mix that firstfleet have don't come around very often So, we've been in conversations for many months. so we've been in conversations for many months This took a long time to come together, and we're very excited to get to what we refer to now as the starting line, not the finish line. this took a long time to come together and we're very excited to get to what we refer to now as the starting line not the finish line I'm actually sitting in Murfreesboro right now at headquarters, and Paul Wilson, one of the family members and owners of First Fleet, and I will be hitting the road here shortly, and we're going to work today. So multiple months. As we look forward, we're going to be open for business, but obviously, we've got some digestion to do as well, as it relates to M&A. And we'll continue to put our laser focus right now on integrating and working with First Fleet, to attack the synergies and other things that we've been talking about throughout the call. I'm actually sitting in Murfreesboro right now at headquarters, and Paul Wilson, one of the family members and owners of First Fleet, and I will be hitting the road here shortly, and we're going to work today. i'm actually sitting in murfreesboro right now at headquarters and paul wilson one of the family members and owners of first fleet and i will be hitting the road here shortly and we're going to work today So multiple months. so multiple months As we look forward, we're going to be open for business, but obviously, we've got some digestion to do as well, as it relates to M&A. as we look forward we're going to be open for business but obviously we've got some digestion to do as well as it relates to m&a And we'll continue to put our laser focus right now on integrating and working with First Fleet, to attack the synergies and other things that we've been talking about throughout the call. and we'll continue to put our laser focus right now on integrating and working with first fleet to attack the synergies and other things that we've been talking about throughout the call

Speaker 12: All right. Anything on diversifying into other segments, potentially? All right. all right Anything on diversifying into other segments, potentially? anything on diversifying into other segments potentially

Speaker 5: Ravi, I apologize. Both times, I'm not hearing the question clearly. Would you mind repeating? Ravi, I apologize. ravi i apologize Both times, I'm not hearing the question clearly. both times i'm not hearing the question clearly Would you mind repeating? would you mind repeating

Speaker 12: Any thoughts on potentially diversifying, or did you consider diversifying away from dedicated, away from truckload into other segments or other areas within truckload that you aren't present in right now? Any thoughts on potentially diversifying, or did you consider diversifying away from dedicated, away from truckload into other segments or other areas within truckload that you aren't present in right now? any thoughts on potentially diversifying or did you consider diversifying away from dedicated away from truckload into other segments or other areas within truckload that you aren't present in right now

Speaker 5: ... Well, the short answer would be absolutely. You know, we've had multiple kind of, you know, all-day, multi-day kind of strategy sessions on if, you know, what ifs and if thens and then modeling. But again, despite whatever planning you may do at times and all of the strategic thoughts you may have, sometimes, when an asset of this quality, is available and able to be actionable, you move on it quickly. This, we feel, fits hand in glove with, our core strategy, which is to be an elite, dedicated carrier, in the United States, providing service quality to large enterprise customers in complex delivery solutions, and that's what this is. It's right down the middle of the fairway. ... Well, the short answer would be absolutely. well the short answer would be absolutely You know, we've had multiple kind of, you know, all-day, multi-day kind of strategy sessions on if, you know, what ifs and if thens and then modeling. you know we've had multiple kind of you know all-day multi-day kind of strategy sessions on if you know what ifs and if thens and then modeling But again, despite whatever planning you may do at times and all of the strategic thoughts you may have, sometimes, when an asset of this quality, is available and able to be actionable, you move on it quickly. but again despite whatever planning you may do at times and all of the strategic thoughts you may have sometimes when an asset of this quality is available and able to be actionable you move on it quickly This, we feel, fits hand in glove with, our core strategy, which is to be an elite, dedicated carrier, in the United States, providing service quality to large enterprise customers in complex delivery solutions, and that's what this is. this we feel fits hand in glove with our core strategy which is to be an elite dedicated carrier in the united states providing service quality to large enterprise customers in complex delivery solutions and that's what this is It's right down the middle of the fairway. it's right down the middle of the fairway That's what was so attractive about it, and it only got better the more we got to know it and the further we were able to understand both those long-term relationships, but also the people that drove those relationships to exist in the first place. They've got some long-tenured folks in this building and some really good folks, people that I've been spending time with all morning, and we're excited to hit the ground running. That's what was so attractive about it, and it only got better the more we got to know it and the further we were able to understand both those long-term relationships, but also the people that drove those relationships to exist in the first place. that's what was so attractive about it and it only got better the more we got to know it and the further we were able to understand both those long-term relationships but also the people that drove those relationships to exist in the first place They've got some long-tenured folks in this building and some really good folks, people that I've been spending time with all morning, and we're excited to hit the ground running. they've got some long-tenured folks in this building and some really good folks people that i've been spending time with all morning and we're excited to hit the ground running

Speaker 12: Very good. Thanks, guys. Very good. very good Thanks, guys. thanks guys

Speaker 11: The last question comes from Ken Hoexter with Bank of America. Please go ahead. The last question comes from Ken Hoexter with Bank of America. the last question comes from ken hoexter with bank of america Please go ahead. please go ahead

Speaker 9: Hey, great. Good morning. Congrats on the acquisition. Derek, a couple here on... It sounds like the fleet is no different in terms of age, so I just want to make sure there's no CapEx catch-up. Sounds like they had operating leases. Do you have to kind of spend money to reduce the age or it sounds like it's in line? Is there any rebranding? Are you going to keep their brand name? Are you going to rebrand as Werner? And I guess maybe your thoughts on the fleet size long term. So three questions in there, right? So the fleet size, you moved to suspend 350 OTR trucks. Do you now take those, move them more into dedicated? Just want to understand your thought on the fleet size post-acquisition here. Hey, great. hey great Good morning. good morning Congrats on the acquisition. congrats on the acquisition Derek, a couple here on... derek a couple here on It sounds like the fleet is no different in terms of age, so I just want to make sure there's no CapEx catch-up. it sounds like the fleet is no different in terms of age so i just want to make sure there's no capex catch-up Sounds like they had operating leases. sounds like they had operating leases Do you have to kind of spend money to reduce the age or it sounds like it's in line? do you have to kind of spend money to reduce the age or it sounds like it's in line Is there any rebranding? is there any rebranding Are you going to keep their brand name? are you going to keep their brand name Are you going to rebrand as Werner? are you going to rebrand as werner And I guess maybe your thoughts on the fleet size long term. and i guess maybe your thoughts on the fleet size long term So three questions in there, right? so three questions in there right So the fleet size, you moved to suspend 350 OTR trucks. so the fleet size you moved to suspend 350 otr trucks Do you now take those, move them more into dedicated? do you now take those move them more into dedicated Just want to understand your thought on the fleet size post-acquisition here. just want to understand your thought on the fleet size post-acquisition here Thanks, Derek. Thanks, Derek. thanks derek

Speaker 5: Yeah, Ken. Appreciate it. Appreciate the questions. Yeah, the fleet age is; it's a little older than the Werner fleet age, but not by any meaningful or material amount. We don't believe it creates any kind of major CapEx catch-up. We already had been planning and obviously working on our 2026 order for some time and knowing full well that we had kind of a high level of probability of having FirstFleet as part of the mix. So we're in pretty good shape, and we'll be coming out with CapEx guidance and other things next week on the call. But I don't expect anything that's going to alarm anyone, given the overall size of the new combined fleet. Yeah, Ken. yeah ken Appreciate it. appreciate it Appreciate the questions. appreciate the questions Yeah, the fleet age is; it's a little older than the Werner fleet age, but not by any meaningful or material amount. yeah the fleet age is it's a little older than the werner fleet age but not by any meaningful or material amount We don't believe it creates any kind of major CapEx catch-up. we don't believe it creates any kind of major capex catch-up We already had been planning and obviously working on our 2026 order for some time and knowing full well that we had kind of a high level of probability of having FirstFleet as part of the mix. we already had been planning and obviously working on our 2026 order for some time and knowing full well that we had kind of a high level of probability of having firstfleet as part of the mix So we're in pretty good shape, and we'll be coming out with CapEx guidance and other things next week on the call. so we're in pretty good shape and we'll be coming out with capex guidance and other things next week on the call But I don't expect anything that's going to alarm anyone, given the overall size of the new combined fleet. but i don't expect anything that's going to alarm anyone given the overall size of the new combined fleet As it relates to, I put the, what you ask about- As it relates to, I put the, what you ask about- as it relates to i put the what you ask about-

Speaker 9: Rebrand. Rebrand. That's all good. Rebrand. rebrand Rebrand. rebrand That's all good. that's all good

Speaker 5: As it relates to the rebrand, so that's a delicate thing. If you look at our prior four acquisitions, in two of the four, we rebranded and rebranded fairly short, in short order. You know, FirstFleet, again, going back to something we've talked about a lot, has a very long-standing and deeply held relationship with customers. So it's going to be a collaborative conversation between us, FirstFleet, and frankly, even some of the customer base. But if you also think about some of the synergies and some of the efficiencies of, you know, more of a universal trailer fleet, the asset flexibility, if you will, of universal assets, it's certainly on the table. We are not prepared today to make a final decision on that, other than for now, FirstFleet's name is not changing. As it relates to the rebrand, so that's a delicate thing. as it relates to the rebrand so that's a delicate thing If you look at our prior four acquisitions, in two of the four, we rebranded and rebranded fairly short, in short order. if you look at our prior four acquisitions in two of the four we rebranded and rebranded fairly short in short order You know, FirstFleet, again, going back to something we've talked about a lot, has a very long-standing and deeply held relationship with customers. you know firstfleet again going back to something we've talked about a lot has a very long-standing and deeply held relationship with customers So it's going to be a collaborative conversation between us, FirstFleet, and frankly, even some of the customer base. so it's going to be a collaborative conversation between us firstfleet and frankly even some of the customer base But if you also think about some of the synergies and some of the efficiencies of, you know, more of a universal trailer fleet, the asset flexibility, if you will, of universal assets, it's certainly on the table. but if you also think about some of the synergies and some of the efficiencies of you know more of a universal trailer fleet the asset flexibility if you will of universal assets it's certainly on the table We are not prepared today to make a final decision on that, other than for now, FirstFleet's name is not changing. we are not prepared today to make a final decision on that other than for now firstfleet's name is not changing And we're going to continue to get to know these customers and these relationships better, serve them exactly as they are today or better with now an expanded portfolio that we can bring to bear. And over time, we will continue to evaluate that branding question, and it'll be at the forefront. But the outcome will be determined on economics, efficiencies, and the ability to serve, not based on, you know, any particular ego-driven, Werner-only kind of approach. That's just not the way we, I think, about the business. We want to do what's best for our customers and our associates and ultimately our shareholders. And we're going to continue to get to know these customers and these relationships better, serve them exactly as they are today or better with now an expanded portfolio that we can bring to bear. and we're going to continue to get to know these customers and these relationships better serve them exactly as they are today or better with now an expanded portfolio that we can bring to bear And over time, we will continue to evaluate that branding question, and it'll be at the forefront. and over time we will continue to evaluate that branding question and it'll be at the forefront But the outcome will be determined on economics, efficiencies, and the ability to serve, not based on, you know, any particular ego-driven, Werner-only kind of approach. but the outcome will be determined on economics efficiencies and the ability to serve not based on you know any particular ego-driven werner-only kind of approach That's just not the way we, I think, about the business. that's just not the way we i think about the business We want to do what's best for our customers and our associates and ultimately our shareholders. we want to do what's best for our customers and our associates and ultimately our shareholders

Speaker 9: And the last one was- And the last one was- and the last one was-

Speaker 5: Ken, I- Ken, I- ken i-

Speaker 9: Oh, yeah, go ahead. Oh, yeah, go ahead. oh yeah go ahead

Speaker 3: Yeah. Yeah, I would just add to it to say that there isn't any CapEx catch-up, as you referred to it, that we're highlighting here. In terms of the age difference, just keep in mind, this is nearly 100% dedicated business, shorter length of haul, and it makes sense to, you know, have a fleet that's a bit older, but might be comparable in terms of usage and miles. As Derek said, there isn't anything concerning or that we need to change, alter, or fix relative to the quality of the equipment. Yeah. yeah Yeah, I would just add to it to say that there isn't any CapEx catch-up, as you referred to it, that we're highlighting here. yeah i would just add to it to say that there isn't any capex catch-up as you referred to it that we're highlighting here In terms of the age difference, just keep in mind, this is nearly 100% dedicated business, shorter length of haul, and it makes sense to, you know, have a fleet that's a bit older, but might be comparable in terms of usage and miles. in terms of the age difference just keep in mind this is nearly 100% dedicated business shorter length of haul and it makes sense to you know have a fleet that's a bit older but might be comparable in terms of usage and miles As Derek said, there isn't anything concerning or that we need to change, alter, or fix relative to the quality of the equipment. as derek said there isn't anything concerning or that we need to change alter or fix relative to the quality of the equipment

Speaker 9: Thanks, Chris. And size the fleet long term with the combo of these? Do you shrink to fit? Do you increase? Do you take those OTR trucks and move them in a dedicated? Any thoughts on your long-term fleet thoughts? Thanks, Chris. thanks chris And size the fleet long term with the combo of these? and size the fleet long term with the combo of these Do you shrink to fit? do you shrink to fit Do you increase? do you increase Do you take those OTR trucks and move them in a dedicated? do you take those otr trucks and move them in a dedicated Any thoughts on your long-term fleet thoughts? any thoughts on your long-term fleet thoughts

Speaker 5: Yeah, Ken, I would ask, if you don't mind, I understand the question, and it's a valid, but with an earnings call less than a week away, that feels more to me like a long-term strategy market question than it does specific to the acquisition. I can tell you right now, like, there's no thoughts of shrinking this fleet at First Fleet or our existing dedicated fleet, but as we are in a market that is moving, you know, fairly, quickly, there's always going to be dialogue that we need to have as that market moves with our customers about where that market's headed. And at times, that does mean that you have to make difficult decisions, relative to where you stay and what else you may do. Yeah, Ken, I would ask, if you don't mind, I understand the question, and it's a valid, but with an earnings call less than a week away, that feels more to me like a long-term strategy market question than it does specific to the acquisition. yeah ken i would ask if you don't mind i understand the question and it's a valid but with an earnings call less than a week away that feels more to me like a long-term strategy market question than it does specific to the acquisition I can tell you right now, like, there's no thoughts of shrinking this fleet at First Fleet or our existing dedicated fleet, but as we are in a market that is moving, you know, fairly, quickly, there's always going to be dialogue that we need to have as that market moves with our customers about where that market's headed. i can tell you right now like there's no thoughts of shrinking this fleet at first fleet or our existing dedicated fleet but as we are in a market that is moving you know fairly quickly there's always going to be dialogue that we need to have as that market moves with our customers about where that market's headed And at times, that does mean that you have to make difficult decisions, relative to where you stay and what else you may do. and at times that does mean that you have to make difficult decisions relative to where you stay and what else you may do But again, I'm more than happy to answer in greater depth next week on the call about market related questions. But again, I'm more than happy to answer in greater depth next week on the call about market related questions. but again i'm more than happy to answer in greater depth next week on the call about market related questions

Speaker 9: Thanks, guys. Appreciate all the time and thoughts. Thanks, guys. thanks guys Appreciate all the time and thoughts. appreciate all the time and thoughts

Speaker 11: This concludes our question and answer session. I would like to turn the conference back over to Derek Leathers for any closing remarks. Please go ahead. This concludes our question and answer session. this concludes our question and answer session I would like to turn the conference back over to Derek Leathers for any closing remarks. i would like to turn the conference back over to derek leathers for any closing remarks Please go ahead. please go ahead

Speaker 5: Yeah, thank you. I just want to thank everybody for joining us today, taking time out of your morning to ask us and spend time with us on these important questions. I want to specifically thank all of the Wilson family for how they've handled themselves from day one through yesterday's closing. We are excited to work with them as we go forward, as well as thank the Werner team that put in a considerable, considerable amount of time and effort throughout the due diligence. This is an exciting time for Werner. We think this makes us a bigger, stronger, a more robust version of ourself, and we look forward to proving that in the coming quarters and years. Thank you for attending and being with us today. Yeah, thank you. yeah thank you I just want to thank everybody for joining us today, taking time out of your morning to ask us and spend time with us on these important questions. i just want to thank everybody for joining us today taking time out of your morning to ask us and spend time with us on these important questions I want to specifically thank all of the Wilson family for how they've handled themselves from day one through yesterday's closing. i want to specifically thank all of the wilson family for how they've handled themselves from day one through yesterday's closing We are excited to work with them as we go forward, as well as thank the Werner team that put in a considerable, considerable amount of time and effort throughout the due diligence. we are excited to work with them as we go forward as well as thank the werner team that put in a considerable considerable amount of time and effort throughout the due diligence This is an exciting time for Werner. this is an exciting time for werner We think this makes us a bigger, stronger, a more robust version of ourself, and we look forward to proving that in the coming quarters and years. we think this makes us a bigger stronger a more robust version of ourself and we look forward to proving that in the coming quarters and years Thank you for attending and being with us today. thank you for attending and being with us today

Speaker 11: The conference is now concluded. Thank you for attending today's presentation. You may now disconnect. The conference is now concluded. the conference is now concluded Thank you for attending today's presentation. thank you for attending today's presentation You may now disconnect. you may now disconnect