What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-09 compared with 2024-11-12 · 220 added, 218 removed, 353 unchanged (55% of the section changed)

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands, except per share amounts) 2025 2024

11 unchanged sentences

Total operating expenses 717,946 753,492

Operating income 17,595 37,900 52,794 138,484

Operating income (loss) ( 5,832 ) 15,588

Other expense (income):

1 unchanged sentence

Interest income ( 1,492 ) ( 1,685 )

Loss on investments in equity securities, net 37 34 227 36

Loss on investments in equity securities 2 138

Loss (earnings) from equity method investment ( 123 ) 133

1 unchanged sentence

Total other expense, net 7,556 6,273

Income before income taxes 8,544 30,538 29,990 117,579

Income tax expense 2,004 7,034 8,002 28,521

Net income 6,540 23,504 21,988 89,058

Net loss (income) attributable to noncontrolling interest 25 200 354 ( 249 )

Net income attributable to Werner $ 6,565 $ 23,704 $ 22,342 $ 88,809

Earnings per share:

Income (loss) before income taxes ( 13,388 ) 9,315

Income tax expense (benefit) ( 3,167 ) 3,067

Net income (loss) ( 10,221 ) 6,248

Net loss attributable to noncontrolling interest 123 64

Net income (loss) attributable to Werner $ ( 10,098 ) $ 6,312

Earnings (loss) per share:

Basic $ ( 0.16 ) $ 0.10

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024

Net income $ 6,540 $ 23,504 $ 21,988 $ 89,058

Net income (loss) $ ( 10,221 ) $ 6,248

Other comprehensive income (loss):

3 unchanged sentences

Comprehensive income (loss) ( 11,717 ) 6,866

Comprehensive loss (income) attributable to noncontrolling interest 25 200 354 ( 249 )

Comprehensive loss attributable to noncontrolling interest 123 64

Comprehensive income (loss) attributable to Werner $ ( 11,594 ) $ 6,930

2 unchanged sentences

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) September 30,

(In thousands, except share amounts) March 31,

2025 December 31,

5 unchanged sentences

Inventories and supplies 12,984 14,183

Prepaid taxes, licenses and permits 7,218 16,505

Prepaid expenses 47,632 53,690

Other current assets 14,371 15,327

38 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(In thousands) 2025 2024

Cash flows from operating activities:

Net income $ 21,988 $ 89,058

Adjustments to reconcile net income to net cash provided by operating activities:

Net income (loss) $ ( 10,221 ) $ 6,248

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization 70,049 74,270

15 unchanged sentences

Proceeds from sales of property and equipment 31,079 39,200

Net cash invested in acquisition — ( 188 )

Investment in equity securities, net ( 32 ) ( 2,865 )

Payment to acquire equity method investment ( 2,360 ) ( 2,645 )

Purchase of promissory note — ( 25,000 )

Decrease in notes receivable 2,028 2,809

Net cash used in investing activities ( 206,469 ) ( 402,050 )

Investment in equity securities ( 6,011 ) ( 11 )

Payments to acquire equity method investment — ( 1,060 )

Collections of notes receivable 816 696

Net cash provided by (used in) investing activities 2,371 ( 19,410 )

Cash flows from financing activities:

3 unchanged sentences

Proceeds from issuance of long-term debt 250,000 —

Change in checks issued in excess of cash balances — 14,659

Dividends on common stock ( 8,659 ) ( 8,882 )

3 unchanged sentences

Effect of exchange rate fluctuations on cash ( 4 ) 208

Net decrease in cash and cash equivalents ( 7,063 ) ( 64,486 )

Net increase (decrease) in cash and cash equivalents 11,199 ( 1,386 )

Cash and cash equivalents, beginning of period 40,752 61,723

8 unchanged sentences

Dividends accrued but not yet paid at end of period 8,670 8,878

Contingent consideration associated with acquisitions — ( 800 )

See Notes to Consolidated Financial Statements (Unaudited).

2 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

Three Months Ended September 30, 2024

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, June 30, 2024 $ 805 $ 134,769 $ 1,951,631 $ ( 14,405 ) $ ( 617,573 ) $ 1,455,227 $ 38,278

Net income attributable to Werner — — 6,565 — — 6,565 —

Net loss attributable to noncontrolling interest — — — — — — ( 25 )

Other comprehensive loss — — — ( 7,032 ) — ( 7,032 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,653 ) — — ( 8,653 ) —

Non-cash equity compensation expense — 2,450 — — — 2,450 —

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

Three Months Ended September 30, 2023

(In thousands, except share and per share amounts) Common

Stock Paid-In

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury

Stockholders’

Equity Temporary Equity - Redeemable Noncontrolling Interest

BALANCE, June 30, 2023 $ 805 $ 130,694 $ 1,923,865 $ ( 6,623 ) $ ( 551,671 ) $ 1,497,070 $ 39,148

Net income attributable to Werner — — 23,704 — — 23,704 —

Net loss attributable to noncontrolling interest — — — — — — ( 200 )

Other comprehensive loss — — — ( 2,027 ) — ( 2,027 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,875 ) — — ( 8,875 ) —

Equity compensation activity, 1,020 shares

— ( 36 ) — — ( 1 ) ( 37 ) —

Non-cash equity compensation expense — 2,380 — — — 2,380 —

BALANCE, September 30, 2023 $ 805 $ 133,038 $ 1,938,694 $ ( 8,650 ) $ ( 551,672 ) $ 1,512,215 $ 38,948

See Notes to Consolidated Financial Statements (Unaudited).

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

(In thousands, except share and per share amounts) Common

7 unchanged sentences

BALANCE, December 31, 2024 $ 805 $ 137,889 $ 1,952,775 $ ( 18,437 ) $ ( 617,100 ) $ 1,455,932 $ 37,944

Net income attributable to Werner — — 22,342 — — 22,342 —

Net loss attributable to Werner — — ( 10,098 ) — — ( 10,098 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 123 )

Other comprehensive loss — — — ( 1,496 ) — ( 1,496 ) —

Repurchases of common stock, 1,787,810 shares

— — — — ( 67,086 ) ( 67,086 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,670 ) — — ( 8,670 ) —

Equity compensation activity, 150,932 shares

Common stock issued for stock-based compensation, including tax effects, 74,363 shares

— ( 2,466 ) — — 587 ( 1,879 ) —

Non-cash equity compensation expense — 2,444 — — — 2,444 —

BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253

Nine Months Ended September 30, 2023

BALANCE, March 31, 2025 $ 805 $ 137,867 $ 1,934,007 $ ( 19,933 ) $ ( 616,513 ) $ 1,436,233 $ 37,821

Three Months Ended March 31, 2024

(In thousands, except share and per share amounts) Common

8 unchanged sentences

Net income attributable to Werner — — 6,312 — — 6,312 —

Net income attributable to noncontrolling interest — — — — — — 249

Net loss attributable to noncontrolling interest — — — — — — ( 64 )

Other comprehensive income — — — 618 — 618 —

Purchases of 167,818 shares of common stock

— — — — ( 6,550 ) ( 6,550 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,878 ) — — ( 8,878 ) —

Equity compensation activity, 167,513 shares

Common stock issued for stock-based compensation, including tax effects, 135,970 shares

— ( 4,422 ) — — 335 ( 4,087 ) —

Non-cash equity compensation expense — 2,250 — — — 2,250 —

BALANCE, September 30, 2023 $ 805 $ 133,038 $ 1,938,694 $ ( 8,650 ) $ ( 551,672 ) $ 1,512,215 $ 38,948

BALANCE, March 31, 2024 $ 805 $ 132,722 $ 1,950,819 $ ( 9,066 ) $ ( 557,276 ) $ 1,518,004 $ 38,543

See Notes to Consolidated Financial Statements (Unaudited).

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although in management’s opinion, the disclosures are adequate so that the information presented is not misleading.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

In the opinion of management, the information set forth in the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

In the opinion of management, the information set forth on the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived.

These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2024 Form 10-K.

Recently Issued Accounting Pronouncements, Not Yet Effective

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , with the objective of improving financial reporting, primarily through enhanced disclosures about significant segment expenses.

The provisions of this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, using a retrospective approach.

We are evaluating the impact of adopting ASU 2023-07, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.

In December 2023, FASB issued ASU 2023-09 Income Taxes (Topic 740):

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We are evaluating the impact of adopting ASU 2023-09, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024-03 Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization.

The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach.

We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition.

Revenue Recognition

2 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Truckload Transportation Services $ 501,875 $ 551,126

5 unchanged sentences

The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands):

Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country.

If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

United States $ 675,242 $ 721,861

Mexico 33,612 39,119

Other 7,229 9,279 23,403 26,329

Canada 3,260 8,100

Total revenues $ 712,114 $ 769,080

Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country.

If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin.

Contract Balances and Accounts Receivable

A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied.

At September 30, 2024 and December 31, 2023, the accounts receivable, trade, net, balance was $ 384.0 million and $ 444.9 million, respectively.

At March 31, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $ 387.1 million and $ 391.7 million, respectively.

Contract assets represent a conditional right to consideration in exchange for goods or services and are transferred to receivables when the rights become unconditional.

At September 30, 2024 and December 31, 2023, the balance of contract assets was $ 6.8 million and $ 7.4 million, respectively.

At March 31, 2025 and December 31, 2024, the balance of contract assets was $ 7.0 million and $ 6.3 million, respectively.

We have recognized contract assets within the other current assets financial statement caption on the consolidated condensed balance sheets.

1 unchanged sentence

Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied.

A t September 30, 2024 and December 31, 2023, t he balance o f contract liabilities was $ 2.1 million and $ 0.9 million, respectively.

The amount of revenues recognized in the nine months ended September 30, 2024 that was included in the December 31, 2023 contract liability balance was $ 0.9 million.

A t March 31, 2025 and December 31, 2024, t he balance o f contract liabilities was $ 2.0 million and $ 1.4 million, respectively.

The amount of revenues recognized in the three months ended March 31, 2025 that was included in the December 31, 2024 contract liability balance was $ 1.4 million.

We have recognized contract liabilities within the accounts payable and other current liabilities financial statement captions on the consolidated condensed balance sheets.

4 unchanged sentences

transit times generally average approximately 3 days.

During the nine months ended September 30, 2024 and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

During the three months ended March 31, 2025 and 2024, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

(3) Goodwill and Intangible Assets

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations.

There were no changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2024.

There were no changes in the carrying amount of goodwill by segment for the three months ended March 31, 2025.

The following table presents acquired intangible assets (in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Customer relationships

3 unchanged sentences

$ 104,800 $ ( 30,911 ) $ 73,889 $ 104,800 $ ( 28,393 ) $ 76,407

Amortization expense on intangible assets was $ 2.5 million and $ 7.6 million for the three and nine months ended September 30, 2024, respectively, and $ 2.5 million and $ 7.8 million for the three and nine months ended September 30, 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of September 30, 2024, we estimate future amortization expense for intangible assets will be $ 2.5 million for the remainder of 2024, and $ 10.1 million for each of the five succeeding fiscal years.

Amortization expense on intangible assets was $ 2.5 million for the three months ended March 31, 2025 and 2024, and is reported in depreciation and amortization on the consolidated statements of income.

As of March 31, 2025, we estimate future amortization expense for intangible assets will be $ 7.6 million for the remainder of 2025, and $ 10.1 million for each of the five succeeding fiscal years.

We have entered into operating leases primarily for real estate.

The leases have terms which range from 1 year to 18 years, and some include options to renew.

The leases have terms which range from 2 years to 18 years, and some include options to renew.

Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew.

6 unchanged sentences

The following table presents balance sheet and other operating lease information (dollars in thousands):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Right-of-use assets (recorded in other non-current assets) $ 46,717 $ 49,599

4 unchanged sentences

Weighted-average discount rate for operating leases 5.0 % 5.0 %

The following table presents the maturities of operating lease liabilities as of September 30, 2024 (in thousands):

The following table presents the maturities of operating lease liabilities as of March 31, 2025 (in thousands):

2025 (remaining) $ 13,135

3 unchanged sentences

Present value of operating lease liabilities $ 48,914

During the nine months ended September 30, 2024 and 2023, right-of-use assets of $ 14.8 million and $ 3.8 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 8.9 million and $ 8.4 million for the nine months ended September 30, 2024 and 2023, respectively, and are included in operating cash flows.

During the three months ended March 31, 2025 and 2024, right-of-use assets of $ 1.2 million and $ 1.9 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities.

Cash paid for amounts included in the present value of operating lease liabilities was $ 4.5 million and $ 2.7 million for the three months ended March 31, 2025 and 2024, respectively, and are included in operating cash flows.

Operating Lease Expense

Operating lease expense was $ 4.8 million and $ 14.2 million for the three and nine months ended September 30, 2024, respectively, and $ 5.7 million and $ 17.8 million for the three and nine months ended September 30, 2023, respectively.

This expense included $ 3.2 million and $ 9.1 million for the three and nine months ended September 30, 2024, respectively, and $ 2.8 million and $ 8.8 million for the three and nine months ended September 30, 2023, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense .

Operating lease expense was $ 6.6 million and $ 4.4 million for the three months ended March 31, 2025 and 2024, respectively.

This expense included $ 4.5 million and $ 2.7 million for long-term operating leases for the three months ended March 31, 2025 and 2024, respectively, with the remainder for variable and short-term lease expense .

Lessor Operating Leases

We are the lessor of tractors and trailers under operating leases with initial terms of 3 to 8 years.

We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years.

At times, we also lease or sublease real estate to third parties.

We recognize revenue for such leases on a straight-line basis over the term of the lease.

Revenues were $ 2.3 million and $ 7.1 million for the three and nine

months ended September 30, 2024, respectively, and $ 2.8 million and $ 8.2 million for the three and nine months ended September 30, 2023, respectively.

The following table presents information about the maturities of these operating leases as of September 30, 2024 (in thousands):

Revenues were $ 2.6 million and $ 2.4 million for the three months ended March 31, 2025 and 2024, respectively.

The following table presents information about the maturities of these operating leases as of March 31, 2025 (in thousands):

2025 (remaining) $ 6,421

Total $ 8,185

The owned assets underlying our leases as lessor primarily consist of revenue equipment.

As of March 31, 2025 and December 31, 2024, the gross carrying value of such revenue equipment underlying these leases was $ 59.9 million and $ 61.8 million, respectively, and accumulated depreciation was $ 25.4 million and $ 26.7 million, respectively.

Depreciation expense for these assets was $ 1.9 million and $ 1.8 million for the three months ended March 31, 2025 and 2024, respectively.

(5) Fair Value

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Observable inputs reflect the assumptions market participants would use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company.

Unobservable inputs reflect our own assumptions about the assumptions market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.

Unobservable inputs reflect our own assumptions about the assumptions

market participants would use in pricing the asset or liability, developed based on the best information available in the circumstances.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows:

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Hierarchy Fair Value

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Other non-current assets:

Pay-fixed interest rate swaps (1)

2 $ 165 $ 1,162

Equity securities (2)

Total other non-current assets $ 305 $ 1,303

Other current liabilities:

Pay-fixed interest rate swaps (1)

Contingent consideration associated with acquisition 3 9,421 —

Total other current liabilities 9,491 134

Other long-term liabilities:

Pay-fixed interest rate swaps (1)

2 3,434 2,420

Contingent consideration associated with acquisition 3 — 9,315

Total other long-term liabilities 3,434 11,735

Total liabilities at fair value $ 12,925 $ 11,869

(1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts.

The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves.

See Note 7 – Debt and Credit Facilities for further information on our interest rate swaps.

(2) Represents our investment in an autonomous technology company.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Balance at beginning of period

$ 9,315 $ 8,896

Measurement period adjustment associated with the acquisition of ReedTMS Logistics (1)

— — — ( 800 )

Change in fair value 106 102

1 unchanged sentence

$ 9,421 $ 8,998

(1) The measurement period adjustment was recorded in goodwill on the consolidated condensed balance sheet.

The estimated fair values of our contingent consideration arrangements are based upon probability-adjusted inputs for each acquired entity.

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Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value.

The carrying amount of our fixed-rate debt not measured at fair value on a recurring basis was $ 88.8 million as of December 31, 2023.

We had no fixed-rate debt outstanding as of September 30, 2024.

The estimated fair value of our fixed-rate debt using the income approach, based on its net present value, discounted at our current borrowing rate, was $ 86.7 million as of December 31, 2023 (categorized as Level 2 of the fair value hierarchy).

The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangement and the variable interest rate.

The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangements and the variable interest rates.

(6) Investments

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We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income.

As of September 30, 2024 and December 31, 2023, the value of our investment in MLSI was $ 89.8 million, and the value of our other equity investments without readily determinable fair values was $ 348 thousand and $ 316 thousand, respectively.

No gains or losses were recorded for the three and nine months ended September 30, 2024 and 2023.

As of March 31, 2025 and December 31, 2024, the value of our investment in MLSI was $ 109.9 million and $ 103.9 million, respectively, and the value of our other equity investments without readily determinable fair values was $ 369 thousand and $ 358 thousand, respectively.

No gains or losses were recorded for the three months ended March 31, 2025 and 2024.

The following table summarizes the activity related to our equity investments without readily determinable fair values during the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Investment in equity securities

$ 11 $ 3,000 $ 32 $ 3,000

As of September 30, 2024, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 56.8 million.

As of March 31, 2025, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million.

Equity Investments with Readily Determinable Fair Values

We own a strategic minority equity investment in an autonomous technology company, which is being accounted for under ASC 321 and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

As of September 30, 2024 and December 31, 2023, the value of this investment was $ 0.1 million and $ 0.3 million, respectively.

As of March 31, 2025 and December 31, 2024, the value of this investment was $ 0.1 million.

We recognized a loss of $ 2 thousand and $ 138 thousand on this investment for the three months ended March 31, 2025 and 2024, respectively.

For additional information regarding the fair value of this equity investment, see Note 5 – Fair Value.

The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Loss on investments in equity securities, net $ 37 $ 34 $ 227 $ 36

Portion of net unrealized loss for the period related to equity securities still held at the reporting date 37 35 227 28

Equity Method Investment

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The Autotech Fund is managed by Autotech Ventures, a venture capital firm focused on ground transportation technology.

Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” As a limited partner, we will make periodic capital contributions toward this total commitment amount.

As of September 30, 2024, our cumulative contributions in the Autotech Fund were $ 5.7 million.

We contributed $ 2.4 million and $ 2.6 million to the Autotech Fund during the nine months ended September 30, 2024 and 2023, respectively.

As of September 30, 2024 and December 31, 2023, the value of our investment in the Autotech Fund was $ 4.7 million and $ 2.3 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Autotech Fund as of September 30, 2024 approximates its fair value as of June 30, 2024, as this is the most recent information available to us at this time.

We recognized earnings of $ 0.3 million and $ 21 thousand from the Autotech Fund for the three and nine months ended September 30, 2024, respectively, and a loss of $ 0.1 million and $ 1.0 million from the Autotech Fund for the three and nine months ended September 30, 2023, respectively, which is reported in loss (earnings) from equity method investment on the consolidated statements of income.

total commitment amount.

As of March 31, 2025 and December 31, 2024, the value of our investment in the Autotech Fund was $ 6.8 million and $ 6.7 million, respectively, and is recorded in other noncurrent assets on the consolidated condensed balance sheets.

The carrying amount of the Autotech Fund as of March 31, 2025 was updated using operating results through December 31, 2024, as this is the most recent information available to us at this time.

The following table summarizes the activity related to our equity method investment during the periods presented (in thousands):

Three Months Ended

Capital contributions $ — $ 1,060

Loss (earnings) from equity method investment $ ( 123 ) $ 133

As of March 31, 2025, our cumulative capital contributions in the Autotech Fund were $ 7.2 million.

(7) Debt and Credit Facilities

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The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $ 100.0 million maximum limit for the aggregate amount of letters of credit issued.

Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, or (c) the one-month Term SOFR plus 1.10 %), plus a margin ranging between 0.125 % and 0.750 %, or (ii) Term SOFR plus 0.10 % and a margin ranging between 1.125 % and 1.750 %.

Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, or (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.10 %), plus a margin ranging between 0.125 % and 0.750 %, or (ii) Term SOFR plus 0.10 % and a margin ranging between 1.125 % and 1.750 %.

Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125 % and 0.750 %.

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There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months.

Availability of such funds under the 2022 Credit Agreement is conditional upon various customary terms and covenants.

Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense.

As of March 31, 2025, we were in compliance with these covenants.

We have entered into variable-for-fixed interest rate swap agreements in order to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness.

2 unchanged sentences

Changes in fair value of outstanding derivatives in cash flow hedges are recorded in other comprehensive income (loss) in the consolidated statements of comprehensive income until earnings are impacted by the hedged transactions.

Two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 150.0 million matured in May 2024.

In August 2024, we entered into a variable-for-fixed interest rate swap agreement with a notional amount of $ 75.0 million, maturing in 2028, and during the three months ended June 30, 2024, we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 150.0 million, maturing in 2027.

On June 30, 2021, we entered into a $ 100.0 million unsecured 1.28 % fixed-rate term loan commitment with BMO Harris, with quarterly principal payments of $ 1.25 million and a final payment of principal and interest due and payable on May 14, 2024 ("BMO Term Loan").

We repaid the remaining $ 86.3 million outstanding principal balance under the BMO Term Loan in May 2024 using proceeds from the 2022 Credit Agreement.

As of September 30, 2024 and December 31, 2023, our outstanding debt totaled $ 690.0 million and $ 648.8 million, respectively.

As of September 30, 2024, our outstanding revolving credit loan balance under the 2022 Credit Agreement, consisted of:

• $ 335.0 million at a variable interest rate of 6.81 %;

For additional information regarding the valuation of our interest rate swaps, see Note 5 – Fair Value.

On March 27, 2025, the Company and Werner Receivables Company, LLC (“WRC”), a newly-formed wholly-owned subsidiary of the Company, entered into a Loan Security Agreement (“LSA”) with various lenders.

The LSA is scheduled to terminate on March 27, 2028, unless extended by the parties and is subject to earlier termination as provided in the LSA.

The LSA is a secured borrowing that is collateralized by eligible receivables, for which the Company is the servicing agent.

WRC is a bankruptcy remote, special purpose entity and the borrower under the LSA.

The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis.

The collateral is available to satisfy the claims related to the lenders’ interests in the receivables and unavailable to satisfy claims of the Company and its subsidiaries.

The LSA does not qualify for sale treatment.

Accordingly, the Company’s eligible receivables remain on our condensed consolidated balance sheets in accounts receivable, trade, less allowance.

Subject to eligible receivables, the maximum amount of funding available to WRC is $ 300.0 million, which may increase to $ 350.0 million upon WRC’s request and acceptance by the lenders.

Borrowings under the LSA bear interest at (i) a commercial

paper rate or (ii) one-month Term SOFR, plus 0.10 %.

The LSA also requires us to pay nonrefundable drawn and undrawn fees on the average daily used and unused amounts of the commitment, respectively.

The LSA is subject various affirmative and negative covenants, representations and warranties, and default and termination provisions customary for facilities of this type, including a minimum borrower’s net worth covenant.

As of March 31, 2025, we were in compliance with these covenants.

The following table presents total debt (in thousands):

March 31, 2025 December 31, 2024

Current portion of long-term debt

2022 Credit Agreement (1)

Long-term debt, net of current portion

2022 Credit Agreement (1)

390,000 630,000

LSA (weighted average interest rate of 5.17 % at March 31, 2025)

Total long-term debt, net of current portion 640,000 630,000

Total debt $ 640,000 $ 650,000

(1) As of March 31, 2025, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:

• $ 35.0 million at a weighted average variable interest rate of 5.92 %;

• $ 40.0 million which is effectively fixed at 6.45 % with interest rate swap agreements through July 2025;

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• $ 75.0 million which is effectively fixed at 5.14 % with an interest rate swap agreement through August 2028.

Subsequent to the end of the quarter, in October 2024, we borrowed $ 45.0 million on our revolving line of credit.

Our total available borrowing capacity under the 2022 Credit Agreement was $ 379.1 million as of September 30, 2024, after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

Availability of such funds under the current debt agreement is conditional upon various customary terms and covenants.

As of September 30, 2024, we were in compliance with these covenants.

At September 30, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):

Subsequent to the end of the quarter through the date of the filing, we had net borrowings of $ 35.0 million under our credit facilities.

Our total available borrowing capacity was $ 725.3 million as of March 31, 2025, consisting of $ 679.1 million under the 2022 Credit Agreement after considering $ 5.9 million in stand-by letters of credit under which we are obligated and $ 46.2 million under the LSA.

Availability under the LSA is calculated as follows (in thousands):

March 31, 2025

Borrowing base, based on eligible receivables $ 296,243

outstanding borrowings (1)

Availability under LSA $ 46,243

(1) Outstanding borrowings are included in long-term debt, net of current portion on the condensed consolidated balance sheets.

For information regarding the fair value of our debt, see Note 5 – Fair Value.

At March 31, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands):

2025 (remaining) $ —

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(8) Commitments and Contingencies

We have committed to property and equipment purchases of approximately $ 81.1 million at September 30, 2024 .

We have committed to property and equipment purchases of approximately $ 94.4 million at March 31, 2025 .

We are involved in certain claims and pending litigation, including those described herein, arising in the ordinary course of business.

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We accrue for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse effect on our consolidated financial statements.

Based on the knowledge of the facts, management believes the resolution of claims and pending litigation, taking into account existing reserves, will not have a material adverse

effect on our consolidated financial statements.

Moreover, the results of complex legal proceedings are difficult to predict, and our view of these matters may change in the future as the litigation and related events unfold.

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Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident is $ 10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeds the jury verdict amount.

As a result of this jury verdict, the Company had recorded a liability of $ 42.8 million as of September 30, 2024, and $ 39.8 million as of December 31, 2023.

Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $ 79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals in the consolidated condensed balance sheets as of September 30, 2024 and December 31, 2023.

As a result of this jury verdict, the Company had recorded a liability of $ 45.8 million as of March 31, 2025, and $ 44.4 million as of December 31, 2024.

Under the terms of the Company’s insurance policies, the Company is the primary obligor of the verdict, and as such, the Company has also recorded a $ 79.2 million receivable from its third-party insurance providers in other non-current assets and a corresponding liability of the same amount in the long-term portion of insurance and claims accruals on the consolidated condensed balance sheets as of March 31, 2025 and December 31, 2024.

The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment.

The Company has since filed a Petition for Review with the Texas Supreme Court, seeking further review of the Texas Court of Appeals decision.

On August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review.

Oral argument is scheduled for December 3, 2024.

The Company filed a Petition for Review with the Texas Supreme Court and, on August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review.

Oral argument of the appeal was held on December 3, 2024.

No assurances can be given regarding the outcome of the review.

We are also involved in certain class action litigation in which the plaintiffs allege claims for failure to provide meal and rest breaks, unpaid wages, unauthorized deductions and other items.

Based on the knowledge of the facts, management does not currently believe the outcome of these class actions is likely to have a material adverse effect on our financial position or results of operations.

Based on the knowledge of the facts, management does not currently believe the outcome of this class action is likely to have a material adverse effect on our financial position or results of operations.

However, the final disposition of these matters and the impact of such final dispositions cannot be determined at this time.

(9) Earnings Per Share

Basic earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding during the period.

Diluted earnings per share is computed by dividing net income attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

(9) Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding during the period.

Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to Werner by the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method.

Dilutive potential common shares include outstanding restricted stock awards.

Performance awards are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied.

There are no differences in the numerators of our computations of basic and diluted earnings per share for any periods presented.

The computation of basic and diluted earnings per share is shown below (in thousands, except per share amounts).

Since the Company had a net loss for the three months ended March 31, 2025, diluted loss per share is the same as basic loss per share as the inclusion of potential common shares outstanding would have been antidilutive.

The potential shares of common stock that were excluded from the computation of diluted loss per share for the three months ended March 31, 2025, were 182,000 shares.

There are no differences in the numerators of our computations of basic and diluted earnings (loss) per share for any periods presented.

The computation of basic and diluted earnings (loss) per share is shown below (in thousands, except per share amounts).

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income attributable to Werner $ 6,565 $ 23,704 $ 22,342 $ 88,809

Net income (loss) attributable to Werner $ ( 10,098 ) $ 6,312

Weighted average common shares outstanding 61,890 63,472

Dilutive effect of stock-based awards — 255

Shares used in computing diluted earnings per share 62,022 63,737 62,862 63,703

Basic earnings per share $ 0.11 $ 0.37 $ 0.36 $ 1.40

Diluted earnings per share $ 0.11 $ 0.37 $ 0.36 $ 1.39

Shares used in computing diluted earnings (loss) per share 61,890 63,727

Basic earnings (loss) per share $ ( 0.16 ) $ 0.10

Diluted earnings (loss) per share $ ( 0.16 ) $ 0.10

(10) Segment Information

We have two reportable segments – Truckload Transportation Services (“TTS”) and Werner Logistics.

The TTS segment consists of two operating units, Dedicated and One-Way Truckload.

These units are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting.

The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload.

These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting.

Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers.

One-Way Truckload is comprised of the following operating fleets:

(i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes;

(i) the medium-to-long-haul van (“Van”) fleet transports a variety of

consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes;

(ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams;

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Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider.

The Werner Logistics segment is a non-asset-based transportation and logistics provider.

The Werner Logistics segment provides non-asset-based transportation and logistics services.

Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units.

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and (iii) Werner Final Mile (“Final Mile”) offers residential and commercial deliveries of large or heavy items using third-party agents, independent contractors, and Company employees with two-person delivery teams operating a liftgate straight truck.

We generate other revenues from our driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, and other business activities.

None of these operations meets the quantitative reporting thresholds.

As a result, these operations are grouped in “Other” in the tables below.

“Corporate” includes revenues and expenses that are incidental to our activities and are not attributable to any of our operating segments, including gains and losses on sales of property and equipment not attributable to our operating segments.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies contained in our 2024 Form 10-K.

Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation.

The chief operating officer of the Company is our chief operating decision maker (“CODM”).

Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment.

Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment.

We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

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Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors.

Inter-segment eliminations represent transactions between reporting segments that are eliminated in consolidation.

The following tables summarize our segment information (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Revenues by Segment

Truckload Transportation Services $ 522,803 $ 572,195 $ 1,610,998 $ 1,730,717

Werner Logistics 206,774 230,252 618,168 683,470

Other 18,698 19,212 55,118 59,089

Corporate 674 487 1,877 1,463

Subtotal 748,949 822,146 2,286,161 2,474,739

Inter-segment eliminations ( 3,248 ) ( 4,402 ) ( 10,582 ) ( 13,185 )

Total $ 745,701 $ 817,744 $ 2,275,579 $ 2,461,554

Three Months Ended

September 30, Nine Months Ended

September 30,

Three Months Ended March 31, 2025

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 497,812 $ 195,558 $ 693,370

Inter-segment revenues 4,063 — 4,063

Reportable segment revenues 501,875 195,558 697,433

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 4,063 )

Consolidated revenues $ 712,114

Less operating expenses:

Salaries, wages and benefits 217,703 18,256 235,959

Fuel 62,433 360 62,793

Supplies and maintenance 51,338 2,673 54,011

Taxes and licenses 21,957 223 22,180

Insurance and claims 43,074 622 43,696

Depreciation and amortization 63,046 3,692 66,738

Rent and purchased transportation 38,453 169,219 207,672

Communications and utilities 3,608 357 3,965

Gains on sales of property and equipment ( 3,288 ) ( 299 ) ( 3,587 )

Other segment items (3)

4,467 930 5,397

Operating Income (Loss) by Segment

Truckload Transportation Services $ 21,607 $ 38,846 $ 63,445 $ 134,991

Werner Logistics ( 345 ) 2,012 ( 2,124 ) 11,304

Other ( 980 ) ( 150 ) ( 2,155 ) 313

Corporate ( 2,687 ) ( 2,808 ) ( 6,372 ) ( 8,124 )

Total $ 17,595 $ 37,900 $ 52,794 $ 138,484

Three Months Ended

September 30, Nine Months Ended

September 30,

Reportable segment operating expenses 502,791 196,033 698,824

Reportable segment operating loss $ ( 916 ) $ ( 475 ) $ ( 1,391 )

Reconciliation of operating loss:

Other operating loss (1)

Consolidated operating loss $ ( 5,832 )

Three Months Ended March 31, 2024

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 547,055 $ 202,482 $ 749,537

Inter-segment revenues 4,071 — 4,071

Reportable segment revenues 551,126 202,482 753,608

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 4,071 )

Consolidated revenues $ 769,080

Less operating expenses:

Salaries, wages and benefits 236,531 21,310 257,841

Fuel 76,874 438 77,312

Supplies and maintenance 54,130 1,884 56,014

Taxes and licenses 24,776 240 25,016

Insurance and claims 35,034 1,229 36,263

Depreciation and amortization 66,933 3,667 70,600

Rent and purchased transportation 32,495 174,166 206,661

Communications and utilities 3,634 767 4,401

Gains on sales of property and equipment ( 4,465 ) ( 219 ) ( 4,684 )

Other segment items (3)

4,344 1,329 5,673

Depreciation and Amortization by Segment

Truckload Transportation Services $ 64,352 $ 67,819 $ 196,857 $ 202,276

Werner Logistics 3,862 3,682 11,274 11,606

Other 2,541 2,946 7,808 8,733

Corporate 829 139 2,587 1,182

Total $ 71,584 $ 74,586 $ 218,526 $ 223,797

Reportable segment operating expenses 530,286 204,811 735,097

Reportable segment operating income (loss) $ 20,840 $ ( 2,329 ) $ 18,511

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 15,588

(1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments.

Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments.

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Inter-segment expenses are included within the amounts shown.

(3) Other segment items for each reportable segment primarily includes costs for professional services.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements