What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-11 compared with 2025-05-09 · 253 added, 111 removed, 462 unchanged (44% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands, except per share amounts) 2025 2024 2025 2024

11 unchanged sentences

Total operating expenses 686,827 741,187 1,404,773 1,494,679

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

Operating income 66,321 19,611 60,489 35,199

Other expense (income):

5 unchanged sentences

Total other expense, net 7,231 7,480 14,787 13,753

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

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

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

Income before income taxes 59,090 12,131 45,702 21,446

Income tax expense 15,468 2,931 12,301 5,998

Net income 43,622 9,200 33,401 15,448

Net loss attributable to noncontrolling interest 440 265 563 329

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

Earnings (loss) per share:

Net income attributable to Werner $ 44,062 $ 9,465 $ 33,964 $ 15,777

Earnings per share:

Basic $ 0.72 $ 0.15 $ 0.55 $ 0.25

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

(In thousands) 2025 2024 2025 2024

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

Net income $ 43,622 $ 9,200 $ 33,401 $ 15,448

Other comprehensive income (loss):

2 unchanged sentences

Other comprehensive income (loss) 2,164 ( 5,339 ) 668 ( 4,721 )

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

Comprehensive income 45,786 3,861 34,069 10,727

Comprehensive loss attributable to noncontrolling interest 440 265 563 329

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

Comprehensive income attributable to Werner $ 46,226 $ 4,126 $ 34,632 $ 11,056

See Notes to Consolidated Financial Statements (Unaudited).

1 unchanged sentence

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) March 31,

(In thousands, except share amounts) June 30,

2025 December 31,

46 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands) 2025 2024

Cash flows from operating activities:

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

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

Net income $ 33,401 $ 15,448

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

Depreciation and amortization 140,806 146,942

3 unchanged sentences

Insurance and claims accruals, net of current portion ( 43,017 ) ( 12,585 )

Loss on investments in equity securities, net 2 138

Loss on investments in equity securities 35 190

Loss (earnings) from equity method investment ( 842 ) 274

Gain on contingent earnout liability settlement ( 7,815 ) —

Other ( 11,477 ) ( 6,569 )

11 unchanged sentences

Collections of notes receivable 1,922 1,168

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

Net cash used in investing activities ( 63,921 ) ( 119,409 )

Cash flows from financing activities:

6 unchanged sentences

Tax withholding related to net share settlements of restricted stock awards ( 1,939 ) ( 4,172 )

Other ( 2,016 ) —

Net cash used in financing activities ( 1,846 ) ( 67,768 )

Effect of exchange rate fluctuations on cash 1,040 ( 1,755 )

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

Net increase in cash and cash equivalents 10,668 8,725

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

7 unchanged sentences

Property and equipment acquired included in accounts payable 14,718 15,141

Property and equipment disposed included in other receivables — 1,719

Dividends accrued but not yet paid at end of period 8,376 8,653

3 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

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

6 unchanged sentences

Equity Temporary Equity - Redeemable Noncontrolling Interest

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

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

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

Net income attributable to Werner — — 44,062 — — 44,062 —

Net loss attributable to noncontrolling interest — — — — — — ( 440 )

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

Other comprehensive income — — — 2,164 — 2,164 —

Repurchases of common stock, 2,113,007 shares

— — — — ( 55,562 ) ( 55,562 ) —

Dividends on common stock ($ 0.14 per share)

3 unchanged sentences

Non-cash equity compensation expense — 2,463 — — — 2,463 —

Distribution to noncontrolling interest — — — — — — ( 516 )

BALANCE, June 30, 2025 $ 805 $ 139,928 $ 1,969,693 $ ( 17,769 ) $ ( 671,733 ) $ 1,420,924 $ 36,865

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

Three Months Ended March 31, 2024

Net income attributable to Werner — — 9,465 — — 9,465 —

Net loss attributable to noncontrolling interest — — — — — — ( 265 )

Other comprehensive loss — — — ( 5,339 ) — ( 5,339 ) —

Repurchases of common stock, 1,619,992 shares

— — — — ( 60,536 ) ( 60,536 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,653 ) — — ( 8,653 ) —

Common stock issued for stock-based compensation, including tax effects, 14,962 shares

— ( 324 ) — — 239 ( 85 ) —

Non-cash equity compensation expense — 2,371 — — — 2,371 —

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

See Notes to Consolidated Financial Statements (Unaudited).

WERNER ENTERPRISES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Six Months Ended June 30, 2025

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

10 unchanged sentences

Other comprehensive income — — — 668 — 668 —

Purchases of 167,818 shares of common stock

Repurchases of common stock, 2,113,007 shares

— — — — ( 55,562 ) ( 55,562 ) —

4 unchanged sentences

Non-cash equity compensation expense — 4,907 — — — 4,907 —

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

Distribution to noncontrolling interest — — — — — — ( 516 )

BALANCE, June 30, 2025 $ 805 $ 139,928 $ 1,969,693 $ ( 17,769 ) $ ( 671,733 ) $ 1,420,924 $ 36,865

Six Months Ended June 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, December 31, 2023 $ 805 $ 134,894 $ 1,953,385 $ ( 9,684 ) $ ( 551,061 ) $ 1,528,339 $ 38,607

Net income attributable to Werner — — 15,777 — — 15,777 —

Net loss attributable to noncontrolling interest — — — — — — ( 329 )

Other comprehensive loss — — — ( 4,721 ) — ( 4,721 ) —

Repurchases of common stock, 1,787,810 shares

— — — — ( 67,086 ) ( 67,086 ) —

Dividends on common stock ($ 0.28 per share)

— — ( 17,531 ) — — ( 17,531 ) —

Common stock issued for stock-based compensation, including tax effects, 150,932 shares

— ( 4,746 ) — — 574 ( 4,172 ) —

Non-cash equity compensation expense — 4,621 — — — 4,621 —

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

See Notes to Consolidated Financial Statements (Unaudited).

14 unchanged sentences

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

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.

Operating results for the three and six months ended June 30, 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.

1 unchanged sentence

Recently Issued Accounting Pronouncements, Not Yet Effective

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , with the objective of enhancing the transparency and decision usefulness of income tax information through income tax disclosure improvements, primarily related to the rate reconciliation and income taxes paid information.

10 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Truckload Transportation Services $ 517,647 $ 537,069 $ 1,019,522 $ 1,088,195

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

United States $ 715,677 $ 716,559 $ 1,390,919 $ 1,438,419

6 unchanged sentences

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

At June 30, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $ 420.5 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 March 31, 2025 and December 31, 2024, the balance of contract assets was $ 7.0 million and $ 6.3 million, respectively.

At June 30, 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 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.

A t June 30, 2025 and December 31, 2024, t he balance o f contract liabilities was $ 1.7 million and $ 1.4 million, respectively.

The amount of revenues recognized in the six months ended June 30, 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 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.

During the six months ended June 30, 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 three months ended March 31, 2025.

There were no changes in the carrying amount of goodwill by segment for the six months ended June 30, 2025.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Customer relationships

3 unchanged sentences

$ 104,800 $ ( 33,428 ) $ 71,372 $ 104,800 $ ( 28,393 ) $ 76,407

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.

Amortization expense on intangible assets was $ 2.5 million and $ 5.0 million for the three and six months ended June 30, 2025 and 2024, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of June 30, 2025, we estimate future amortization expense for intangible assets will be $ 5.0 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.

8 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Right-of-use assets (recorded in other non-current assets) $ 44,176 $ 49,599

4 unchanged sentences

Weighted-average discount rate for operating leases 4.9 % 5.0 %

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

The following table presents the maturities of operating lease liabilities as of June 30, 2025 (in thousands):

2025 (remaining) $ 8,908

3 unchanged sentences

Present value of operating lease liabilities $ 46,545

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.

During the six months ended June 30, 2025 and 2024, right-of-use assets of $ 2.5 million and $ 13.8 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 $ 8.8 million and $ 5.8 million for the six months ended June 30, 2025 and 2024, respectively, and are included in operating cash flows.

Operating 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 .

Operating lease expense was $ 6.6 million and $ 13.3 million for the three and six months ended June 30, 2025, respectively, and $ 4.9 million and $ 9.4 million for the three and six months ended June 30, 2024, respectively.

This expense included $ 4.5 million and $ 9.0 million for the three and six months ended June 30, 2025, respectively, and $ 3.3 million and $ 6.0 million for the three and six months ended June 30, 2024, respectively, for long-term operating leases, with the remainder for variable and short-term lease expense .

Lessor Operating Leases

2 unchanged sentences

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

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):

Revenues were $ 2.9 million and $ 5.5 million for the three and six months ended June 30, 2025, respectively, and $ 2.3 million and $ 4.8 million for the three and six months ended June 30, 2024, respectively.

The following table presents information about the maturities of these operating leases as of June 30, 2025 (in thousands):

2025 (remaining) $ 5,176

1 unchanged sentence

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.

As of June 30, 2025 and December 31, 2024, the gross carrying value of such revenue equipment underlying these leases was $ 63.6 million and $ 61.8 million, respectively, and accumulated depreciation was $ 25.8 million and $ 26.7 million, respectively.

Depreciation expense for these assets was $ 2.1 million and $ 4.1 million for the three and six months ended June 30, 2025, respectively, and $ 1.8 million and $ 3.7 million for the three and six months ended June 30, 2024, respectively.

(5) Fair Value

2 unchanged sentences

ASC 820-10 establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available.

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.

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.

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

9 unchanged sentences

Hierarchy Fair Value

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Other non-current assets:

5 unchanged sentences

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:

9 unchanged sentences

For additional information regarding the valuation of this equity security, see Note 6 – Investments.

The following table presents changes in the fair value of our contingent earnout liabilities (in thousands):

The following table presents changes in the fair value of our contingent earnout liability (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Balance at beginning of period

$ 9,421 $ 8,998 $ 9,315 $ 8,896

Payment for contingent consideration (1)

( 1,500 ) — ( 1,500 ) —

Change in fair value (2)

( 7,921 ) 104 ( 7,815 ) 206

Balance at end of period

$ — $ 9,102 $ — $ 9,102

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

Additionally, as the liability is stated at present value, the passage of time alone will increase the estimated fair value of the liability each reporting period.

(1) The final outcome of the contingent consideration arrangement related to the Baylor Trucking, Inc.

acquisition was negotiated and paid in April 2025, as certain financial performance goals were achieved.

The contingent earnout period was scheduled to end on October 31, 2025.

(2) Represents a net favorable change to the contingent earnout liability, resulting from the finalization of the Baylor Trucking, Inc.

contingent consideration arrangement in April 2025.

The estimated fair value of our contingent consideration arrangement was based upon probability-adjusted inputs for the acquired entity.

Additionally, as the liability was stated at present value, the passage of time alone increased the estimated fair value of the liability each reporting period.

Change in fair value is recorded in other operating expenses on the consolidated statements of income.

2 unchanged sentences

Our ownership interest in Autotech Fund III, L.P.

(the “Autotech Fund”) is accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” For additional information regarding the valuation of these investments, see Note 6 – Investments.

(the “Autotech Fund”) is accounted for under ASC 323, Investments - Equity Method and Joint Ventures .

For additional information regarding the valuation of these investments, see Note 6 – Investments.

Fair Value of Financial Instruments Not Recorded at Fair Value

7 unchanged sentences

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 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.

As of June 30, 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 $ 379 thousand and $ 358 thousand, respectively.

No gains or losses were recorded for the three and six months ended June 30, 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 March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Investment in equity securities

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

$ 11 $ 11 $ 6,021 $ 21

As of June 30, 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 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.

As of June 30, 2025 and December 31, 2024, the value of this investment was $ 0.1 million.

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 June 30, Six Months Ended June 30,

2025 2024 2025 2024

Loss on investments in equity securities $ 33 $ 52 $ 35 $ 190

Equity Method Investment

1 unchanged sentence

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 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.

Our interest, which represents an ownership percentage of less than 20 %, is being accounted for under ASC 323.

As a limited partner, we will make periodic capital contributions toward this total commitment amount.

As of June 30, 2025 and December 31, 2024, the value of our investment in the Autotech Fund was $ 9.3 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 June 30, 2025 was updated using operating results through March 31, 2025, 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

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Capital contributions $ 1,760 $ 1,300 $ 1,760 $ 2,360

Loss (earnings) from equity method investment $ ( 719 ) $ 141 $ ( 842 ) 274

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

As of June 30, 2025, our cumulative capital contributions in the Autotech Fund were $ 9.0 million.

(7) Debt and Credit Facilities

8 unchanged sentences

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.

As of June 30, 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.

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

Subsequent to the end of the quarter, in July 2025, two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 40.0 million matured and we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 60.0

million, maturing in July 2028.

For additional information regarding our interest rate swaps, see Note 5 – Fair Value and Note 11 - Subsequent Events.

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.

7 unchanged sentences

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 %.

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.

As of June 30, 2025, we were in compliance with these covenants.

The following table presents total debt (in thousands):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current portion of long-term debt

3 unchanged sentences

430,000 630,000

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

LSA (weighted average interest rate of 5.20 % at June 30, 2025)

Total long-term debt, net of current portion 725,000 630,000

Total debt $ 725,000 $ 650,000

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

(1) As of June 30, 2025, our outstanding revolving credit loan balance under the 2022 Credit Agreement consisted of:

• $ 75.0 million at a weighted average variable interest rate of 5.90 %;

4 unchanged sentences

• $ 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 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.

Our total available borrowing capacity was $ 644.1 million as of June 30, 2025, consisting of $ 639.1 million under the 2022 Credit Agreement after considering $ 5.9 million in stand-by letters of credit under which we are obligated, and $ 5.0 million under the LSA.

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

March 31, 2025

June 30, 2025

Borrowing base, based on eligible receivables $ 300,000

1 unchanged sentence

Availability under LSA $ 5,000

(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):

At June 30, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands):

2025 (remaining) $ —

1 unchanged sentence

(8) Commitments and Contingencies

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

We have committed to property and equipment purchases of approximately $ 116.4 million at June 30, 2025 .

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

1 unchanged sentence

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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On July 30, 2018, the court entered a final judgment against Werner for $ 92.0 million, including pre-judgment interest.

The Company has premium-based liability insurance to cover the potential outcome from this jury verdict.

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 $ 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.

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

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

On June 27, 2025, the Texas Supreme Court reversed the verdict and rendered a judgment in the Company’s favor, effectively ending the case in favor of Werner.

Under the Company’s insurance policies in effect on the date of this accident, the Company’s maximum liability for this accident was $ 10.0 million (plus pre-judgment and post-judgment interest) with premium-based coverage that exceeded the 2018 jury verdict amount.

As a result of the June 27, 2025 decision, the Company reversed a $ 45.7 million liability (including interest) through insurance and claims expense on the statements of income during the three months ended June 30, 2025.

In June 2025, the Company also reversed a $ 79.2 million receivable from its third-party insurance providers from other non-current assets and a corresponding liability of the same amount from the long-term portion of insurance and claims accruals on the consolidated condensed balance sheets, as the Company was the primary obligor of the 2018 verdict under the terms of the Company’s insurance policies.

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 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 (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.

With respect to claims brought by a group of plaintiffs alleging unauthorized deductions, the Federal District Court in Nebraska granted plaintiffs’ motion for summary judgment in March 2025.

We cannot reasonably estimate at this time the amount of liability with respect to plaintiffs’ claim of unauthorized deductions and such amount will be determined at trial, which is scheduled to begin on October 14, 2025.

The Company intends to appeal the ruling on the parties’ respective motions for summary judgment.

We anticipate further legal rulings from the Court at, before, or after trial that may substantially affect the scope of the claims asserted.

As a result, we are unable at this time to estimate the amount of the possible liability or range of liability for any of plaintiffs’ claims, if any, that we may incur as a result of these claims.

We will continue to vigorously defend against the claims brought by the plaintiffs.

(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.

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.

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

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

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).

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to Werner $ 44,062 $ 9,465 $ 33,964 $ 15,777

Weighted average common shares outstanding 60,888 62,706 61,386 63,089

Dilutive effect of stock-based awards 113 154 146 202

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

Shares used in computing diluted earnings per share 61,001 62,860 61,532 63,291

Basic earnings per share $ 0.72 $ 0.15 $ 0.55 $ 0.25

Diluted earnings per share $ 0.72 $ 0.15 $ 0.55 $ 0.25

(10) Segment Information

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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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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.

These three Werner Logistics operating units are as follows:

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

These three Werner Logistics divisions are as follows:

(i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions;

(ii) the Intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation;

(ii) the Intermodal (“Intermodal”) division offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation;

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.

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

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Truckload Transportation Services Werner Logistics Total

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Salaries, wages and benefits (3)

225,123 18,044 243,167

Fuel 59,731 338 60,069

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Insurance and claims (4)

( 7,555 ) 506 ( 7,049 )

Depreciation and amortization 65,207 3,868 69,075

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Reportable segment operating expenses 453,558 216,849 670,407

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

Reconciliation of operating loss:

Reportable segment operating income $ 64,089 $ 4,328 $ 68,417

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating loss $ ( 5,832 )

Three Months Ended March 31, 2024

Consolidated operating income $ 66,321

Three Months Ended June 30, 2024

Truckload Transportation Services Werner Logistics Total

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Reportable segment operating expenses 516,071 208,362 724,433

Reportable segment operating income $ 20,998 $ 550 $ 21,548

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 19,611

Six Months Ended June 30, 2025

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 1,010,710 $ 416,735 $ 1,427,445

Inter-segment revenues 8,812 — 8,812

Reportable segment revenues 1,019,522 416,735 1,436,257

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 8,812 )

Consolidated revenues $ 1,465,262

Less operating expenses:

Salaries, wages and benefits (3)

442,826 36,300 479,126

Fuel 122,164 698 122,862

Supplies and maintenance 105,048 5,589 110,637

Taxes and licenses 44,619 467 45,086

Insurance and claims (4)

35,519 1,128 36,647

Depreciation and amortization 128,253 7,560 135,813

Rent and purchased transportation 78,563 359,512 438,075

Communications and utilities 6,715 585 7,300

Gains on sales of property and equipment ( 9,087 ) ( 719 ) ( 9,806 )

Other segment items (5)

1,729 1,762 3,491

Reportable segment operating expenses 956,349 412,882 1,369,231

Reportable segment operating income $ 63,173 $ 3,853 $ 67,026

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 60,489

Six Months Ended June 30, 2024

Truckload Transportation Services Werner Logistics Total

Revenues from external customers $ 1,080,861 $ 411,394 $ 1,492,255

Inter-segment revenues 7,334 — 7,334

Reportable segment revenues 1,088,195 411,394 1,499,589

Reconciliation of revenues:

Other revenues (1)

Elimination of inter-segment revenues ( 7,334 )

Consolidated revenues $ 1,529,878

Less operating expenses:

Salaries, wages and benefits 468,171 41,796 509,967

Fuel 148,106 840 148,946

Supplies and maintenance 107,784 3,873 111,657

Taxes and licenses 49,875 468 50,343

Insurance and claims 65,535 2,629 68,164

Depreciation and amortization 132,505 7,412 139,917

Rent and purchased transportation 66,278 352,985 419,263

Communications and utilities 6,901 1,232 8,133

Gains on sales of property and equipment ( 5,931 ) ( 484 ) ( 6,415 )

Other segment items (5)

7,133 2,422 9,555

Reportable segment operating expenses 1,046,357 413,173 1,459,530

Reportable segment operating income (loss) $ 41,838 $ ( 1,779 ) $ 40,059

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Inter-segment expenses are included within the amounts shown.

(3) During the three and six months ended June 30, 2025, salaries, wages and benefits for the TTS and Werner Logistics segments included severance costs of $ 0.9 million and $ 0.4 million, respectively, related to recent cost saving initiatives.

(4) During the three and six months ended June 30, 2025, insurance and claims expense for the TTS segment was offset by a $ 45.7 million liability reversal as a result of a favorable decision related to a lawsuit arising from a December 2014 accident.

For additional information regarding this lawsuit, see Note 8 – Commitments and Contingencies.

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

During the three and six months ended June 30, 2025, other segment items for the TTS segment were partially offset by a net favorable change of $ 7.9 million and $ 7.8 million, respectively, to the contingent earnout liability related to the Baylor Trucking, Inc.

For additional information regarding this contingent consideration arrangement, see Note 5 – Fair Value.

(11) Subsequent Events

In July 2025, two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 40.0 million matured and we entered into two variable-for-fixed interest rate swap agreements with an aggregate notional amount of $ 60.0 million, maturing in July 2028.

Under the terms of the new interest rate swap agreements, we will receive monthly variable-rate interest payments based on one-month Term SOFR, and make monthly fixed-rate interest payments as specified in the interest rate

swap agreements.

For additional information regarding our interest rate swaps, see Note 5 – Fair Value and Note 7 - Debt and Credit Facilities.

On July 4, 2025, the United States enacted a budget reconciliation package known as the One Big Beautiful Bill Act (“OBBBA”), which includes significant provisions such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act of 2017 and the restoration of favorable tax treatments for certain business provisions.

ASC 740, Income Taxes , requires entities to recognize the effects of new income tax legislation on deferred tax balances in the reporting period in which the legislation is enacted.

We will record the effects of the OBBBA on deferred tax balances during the third quarter ending September 30, 2025.

We are evaluating the impact of this new legislation, and we do not expect it to have a material impact on our results of operations and financial condition but expect a favorable impact on our cash flows resulting from the reinstatement of 100% bonus depreciation for qualified property.

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