What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-07 compared with 2025-08-11 · 151 added, 130 removed, 585 unchanged (32% of the section changed)

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

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

11 unchanged sentences

Total operating expenses 784,520 728,106 2,189,293 2,222,785

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

Operating income (loss) ( 13,021 ) 17,595 47,468 52,794

Other expense (income):

1 unchanged sentence

Interest income ( 1,362 ) ( 1,834 ) ( 4,341 ) ( 5,305 )

Loss on investments in equity securities 33 52 35 190

Loss (gain) on investments in equity securities ( 38 ) 37 ( 3 ) 227

Loss (earnings) from equity method investment 289 ( 295 ) ( 553 ) ( 21 )

1 unchanged sentence

Total other expense, net 8,884 9,051 23,671 22,804

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

Income (loss) before income taxes ( 21,905 ) 8,544 23,797 29,990

Income tax expense (benefit) ( 822 ) 2,004 11,479 8,002

Net income (loss) ( 21,083 ) 6,540 12,318 21,988

Net loss attributable to noncontrolling interest 508 25 1,071 354

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

Earnings per share:

Net income (loss) attributable to Werner $ ( 20,575 ) $ 6,565 $ 13,389 $ 22,342

Earnings (loss) per share:

Basic $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(In thousands) 2025 2024 2025 2024

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

Net income (loss) $ ( 21,083 ) $ 6,540 $ 12,318 $ 21,988

Other comprehensive income (loss):

2 unchanged sentences

Other comprehensive income (loss) 826 ( 7,032 ) 1,494 ( 11,753 )

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

Comprehensive income (loss) ( 20,257 ) ( 492 ) 13,812 10,235

Comprehensive loss attributable to noncontrolling interest 508 25 1,071 354

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

Comprehensive income (loss) attributable to Werner $ ( 19,749 ) $ ( 467 ) $ 14,883 $ 10,589

See Notes to Consolidated Financial Statements (Unaudited).

1 unchanged sentence

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands, except share amounts) June 30,

(In thousands, except share amounts) September 30,

2025 December 31,

46 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(In thousands) 2025 2024

7 unchanged sentences

Insurance and claims accruals, net of current portion ( 44,777 ) ( 11,508 )

Loss on investments in equity securities 35 190

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

Loss (gain) on investments in equity securities ( 3 ) 227

Earnings from equity method investment ( 553 ) ( 21 )

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

24 unchanged sentences

Effect of exchange rate fluctuations on cash 1,397 ( 2,873 )

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

Net increase (decrease) in cash and cash equivalents 10,232 ( 7,063 )

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

7 unchanged sentences

Property and equipment acquired included in accounts payable 24,502 52,480

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 June 30, 2025

Three Months Ended September 30, 2025

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

6 unchanged sentences

Equity Temporary Equity - Redeemable Noncontrolling Interest

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 —

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

Net loss attributable to Werner — — ( 20,575 ) — — ( 20,575 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 508 )

Other comprehensive income — — — 826 — 826 —

Repurchases of common stock, 2,113,007 shares

— — — — ( 55,562 ) ( 55,562 ) —

Dividends on common stock ($ 0.14 per share)

— — ( 8,376 ) — — ( 8,376 ) —

Common stock issued for stock-based compensation, including tax effects, 18,527 shares

— ( 402 ) — — 342 ( 60 ) —

Non-cash equity compensation expense — 2,788 — — — 2,788 —

Distribution to noncontrolling interest — — — — — — ( 716 )

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

BALANCE, September 30, 2025 $ 805 $ 142,716 $ 1,940,742 $ ( 16,943 ) $ ( 671,733 ) $ 1,395,587 $ 35,641

Three Months Ended September 30, 2024

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

6 unchanged sentences

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

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 —

1 unchanged sentence

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

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 — 2,450 — — — 2,450 —

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

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

See Notes to Consolidated Financial Statements (Unaudited).

2 unchanged sentences

TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED)

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

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

18 unchanged sentences

Distribution to noncontrolling interest — — — — — — ( 1,232 )

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

BALANCE, September 30, 2025 $ 805 $ 142,716 $ 1,940,742 $ ( 16,943 ) $ ( 671,733 ) $ 1,395,587 $ 35,641

Nine Months Ended September 30, 2024

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

17 unchanged sentences

Non-cash equity compensation expense — 7,071 — — — 7,071 —

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

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

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 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.

Operating results for the three and nine months ended September 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.

3 unchanged sentences

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.

The provisions of this update are effective for annual periods beginning after December 15, 2024, using a prospective approach.

Retrospective application is permitted.

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.

The provisions of this update are effective for our annual period ending December 31, 2025, using a prospective approach.

We expect the adoption of ASU 2023-09 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):

2 unchanged sentences

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.

In July 2025, the FASB issued ASU 2025-05 Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient permitting entities to assume that conditions at the balance sheet date remain unchanged for the remaining life of the asset when estimating expected credit losses for current accounts receivable and current contract assets under Topic 606 – Revenue from Contracts with Customers .

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and for interim periods within those annual reporting periods, using a prospective approach.

We plan to elect the practical expedient upon the adoption of ASU 2025-05 on January 1, 2026, and we do not expect it to have a material impact to our results of operations, cash flows, and financial condition.

In September 2025, the FASB issued ASU 2025-06 Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) , which simplifies the capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.

We plan to adopt this ASU for our fiscal year beginning January 1, 2028 using a

prospective approach.

Although we are evaluating the impact of adopting ASU 2025-06 on our results of operations, cash flows, and financial position, we do not expect a material effect upon adoption.

Revenue Recognition

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 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 June 30, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $ 420.5 million and $ 391.7 million, respectively.

At September 30, 2025 and December 31, 2024, the accounts receivable, trade, net, balance was $ 437.5 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 June 30, 2025 and December 31, 2024, the balance of contract assets was $ 7.0 million and $ 6.3 million, respectively.

At September 30, 2025 and December 31, 2024, the balance of contract assets was $ 7.8 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 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.

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

The amount of revenues recognized in the nine months ended September 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.

2 unchanged sentences

We have elected to apply the practical expedient in Accounting Standards Codification (“ASC”) Topic 606, Revenue From Contracts With Customers , to not disclose the value of remaining performance obligations for contracts with an original expected length of one year or less.

Remaining performance obligations represent the transaction price allocated to future reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date;

Remaining performance obligations represent the transaction price allocated to future

reporting periods for freight shipments started but not completed at the reporting date that we expect to recognize as revenue in the period subsequent to the reporting date;

transit times generally average approximately 3 days.

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.

During the nine months ended September 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 six months ended June 30, 2025.

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

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Customer relationships

3 unchanged sentences

$ 104,800 $ ( 35,946 ) $ 68,854 $ 104,800 $ ( 28,393 ) $ 76,407

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.

Amortization expense on intangible assets was $ 2.5 million and $ 7.6 million for the three and nine months ended September 30, 2025 and 2024, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of September 30, 2025, we estimate future amortization expense for intangible assets will be $ 2.5 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Right-of-use assets (recorded in other non-current assets) $ 40,838 $ 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 June 30, 2025 (in thousands):

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

2025 (remaining) $ 4,462

3 unchanged sentences

Present value of operating lease liabilities $ 43,139

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.

During the nine months ended September 30, 2025 and 2024, right-of-use assets of $ 3.4 million and $ 14.8 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 $ 13.3 million and $ 8.9 million for the nine months ended September 30, 2025 and 2024, respectively, and are included in operating cash flows.

Operating 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 .

Operating lease expense was $ 7.3 million and $ 20.5 million for the three and nine months ended September 30, 2025, respectively, and $ 4.8 million and $ 14.2 million for the three and nine months ended September 30, 2024, respectively.

This expense included $ 4.5 million and $ 13.5 million for the three and nine months ended September 30, 2025, respectively, and $ 3.2 million and $ 9.1 million for the three and nine months ended September 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 $ 2.9 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):

Revenues were $ 3.1 million and $ 8.6 million for the three and nine months ended September 30, 2025, respectively, and $ 2.3 million and $ 7.1 million for the three and nine months ended September 30, 2024, respectively.

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

2025 (remaining) $ 2,817

1 unchanged sentence

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

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.

As of September 30, 2025 and December 31, 2024, the gross carrying value of such revenue equipment underlying these leases was $ 66.0 million and $ 61.8 million, respectively, and accumulated depreciation was $ 28.2 million and $ 26.7 million, respectively.

Depreciation expense for these assets was $ 2.2 million and $ 6.3 million for the three and nine months ended September 30, 2025, respectively, and $ 1.8 million and $ 5.4 million for the three and nine months ended September 30, 2024, respectively.

(5) Fair Value

15 unchanged sentences

Hierarchy Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Other non-current assets:

5 unchanged sentences

Pay-fixed interest rate swaps (1)

2 $ 577 $ 134

Other long-term liabilities:

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

9 unchanged sentences

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.

(2) Represents a net favorable change to the contingent earnout liability during the nine months ended September 30, 2025, resulting from the finalization of the Baylor Trucking, Inc.

contingent consideration arrangement in April 2025.

16 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 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.

As of September 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 $ 390 thousand and $ 358 thousand, respectively.

No gains or losses were recorded for the three and nine months ended September 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

1 unchanged sentence

$ 11 $ 11 $ 6,032 $ 32

As of June 30, 2025, cumulative upward adjustments on our equity securities without readily determinable fair values totaled $ 64.9 million.

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

As of September 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,

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

2025 2024 2025 2024

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

Loss (gain) on investments in equity securities $ ( 38 ) $ 37 $ ( 3 ) $ 227

Equity Method Investment

3 unchanged sentences

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.

As of September 30, 2025 and December 31, 2024, the value of our investment in the Autotech Fund was $ 10.3 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 September 30, 2025 was updated using operating results through June 30, 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 June 30, Six Months Ended June 30,

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

2025 2024 2025 2024

1 unchanged sentence

Loss (earnings) from equity method investment $ 289 $ ( 295 ) $ ( 553 ) $ ( 21 )

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

As of September 30, 2025, our cumulative capital contributions in the Autotech Fund were $ 10.3 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 June 30, 2025, we were in compliance with these covenants.

As of September 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.

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.

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.

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.

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.

4 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.

Subsequent to the end of the quarter, on October 7, 2025, we entered into an amendment to the LSA, increasing the maximum funding available from $ 300.0 million to $ 325.0 million.

Borrowings under the LSA bear interest at (i) a commercial paper rate or (ii) one-month Term SOFR, plus 0.10 %.

1 unchanged sentence

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

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

The following table presents total debt (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current portion of long-term debt

3 unchanged sentences

425,000 630,000

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

LSA (weighted average interest rate of 5.09 % at September 30, 2025)

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

Total debt $ 725,000 $ 650,000

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

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

• $ 50.0 million at a weighted average variable interest rate of 5.85 %;

• $ 90.0 million which is effectively fixed at 6.12 % with interest rate swap agreements through July 2026;

• $ 75.0 million which is effectively fixed at 6.23 % with an interest rate swap agreement through April 2027;

1 unchanged sentence

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

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.

• $ 60.0 million which is effectively fixed at 5.15 % with interest rate swap agreements through July 2028 .

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

As of September 30, 2025, no borrowing capacity was available under the LSA.

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

June 30, 2025

September 30, 2025

Borrowing base, based on eligible receivables $ 300,000

1 unchanged sentence

Availability under LSA $ —

During October 2025, subsequent to entering into the LSA amendment, we borrowed an additional $ 25.0 million under our LSA and we repaid $ 10.0 million on our revolving line of credit.

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

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

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

2025 (remaining) $ —

Total $ 725,000

(8) Income Taxes

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 recorded the effects of the OBBBA on deferred tax balances during the third quarter ended September 30, 2025.

The new legislation did not have a material effect on our results of operations and financial condition but it did have a favorable impact on our cash flows for the nine months ended September 30, 2025, resulting from the reinstatement of 100% bonus depreciation for qualified property.

Our effective income tax rate for the nine months ended September 30, 2025 and 2024 was 48.2 % and 26.7 %, respectively.

The provision for income taxes for the nine months ended September 30, 2025 was higher than the same period of 2024 due to return to provision adjustments of $ 4.7 million related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico.

These return to provision adjustments had an unfavorable impact on our earnings and effective income tax rate for the nine months ended September 30, 2025 of $ 0.08 per share and 19 %, respectively.

(9) Commitments and Contingencies

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

We have committed to property and equipment purchases of approximately $ 82.1 million at September 30, 2025 .

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

8 unchanged sentences

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

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.

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

The plaintiffs filed a Motion for Rehearing and, on September 26, 2025, the Texas Supreme Court denied the Motion, 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.

1 unchanged sentence

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.

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.

In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al.

Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $ 18.0 million after more than a decade of litigation.

The proceeding was instituted on June 4, 2014 in the Superior Court for Alameda County, California and was transferred to the United States District Court for the District of Nebraska on October 20,

The cases, which were brought by a small group of drivers and later certified as a class action with tens of thousands of class members and covered the years from mid-2010 to late 2023, involved claims for failure to provide meal and rest breaks (and such meal and rest break claims were dismissed via summary judgment on June 1, 2021), alleged unpaid wages, unauthorized deductions, and other items.

The settlement is subject to court approval.

As a result of the agreement, the $ 18.0 million settlement was recorded as a liability in other current liabilities on the consolidated condensed balance sheet as of September 30, 2025, and as an expense in salaries, wages and benefits on the consolidated statements of income for the three and nine months ended September 30, 2025.

(10) 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).

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

Since the Company had a net loss for the three months ended September 30, 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 September 30, 2025, were 180 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,

2025 2024 2025 2024

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

Net income (loss) attributable to Werner $ ( 20,575 ) $ 6,565 $ 13,389 $ 22,342

Weighted average common shares outstanding 59,830 61,808 60,862 62,659

Dilutive effect of stock-based awards — 214 153 203

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

Shares used in computing diluted earnings (loss) per share 59,830 62,022 61,015 62,862

Basic earnings (loss) per share $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36

Diluted earnings (loss) per share $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36

(11) Segment Information

25 unchanged sentences

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Truckload Transportation Services Werner Logistics Total

13 unchanged sentences

Insurance and claims 36,495 1,318 37,813

( 7,555 ) 506 ( 7,049 )

Depreciation and amortization 66,246 4,255 70,501

5 unchanged sentences

Reportable segment operating expenses 533,618 229,571 763,189

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

Reportable segment operating income (loss) $ ( 13,832 ) $ 3,014 $ ( 10,818 )

Reconciliation of operating income:

Other operating loss (1)

Consolidated operating income $ 66,321

Three Months Ended June 30, 2024

Consolidated operating loss $ ( 13,021 )

Three Months Ended September 30, 2024

Truckload Transportation Services Werner Logistics Total

19 unchanged sentences

Reportable segment operating expenses 501,196 207,119 708,315

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

Reportable segment operating income (loss) $ 21,607 $ ( 345 ) $ 21,262

Reconciliation of operating income:

1 unchanged sentence

Consolidated operating income $ 17,595

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Truckload Transportation Services Werner Logistics Total

25 unchanged sentences

Consolidated operating income $ 47,468

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Truckload Transportation Services Werner Logistics Total

27 unchanged sentences

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.

(3) During the three and nine months ended September 30, 2025, salaries, wages and benefits for the TTS segment included costs of $ 18.0 million related to the consolidated class action lawsuits entitled Abarca et al.

For additional information regarding legal proceedings, see Note 9 – Commitments and Contingencies.

During the nine months ended September 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 cost saving initiatives.

(4) During the nine months ended September 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 legal proceedings, see Note 9 – 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.

During the three months ended September 30, 2025, the TTS segment incurred legal fees of $ 3.4 million related to the Abarca et al.

Werner litigation discussed above .

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

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

(12) Subsequent Events

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.

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.

On October 7, 2025, we entered into an amendment to the LSA, increasing the maximum funding available from $ 300.0 million to $ 325.0 million.

During October 2025, subsequent to entering into this amendment, we borrowed an additional $ 25.0 million

under our LSA and we repaid $ 10.0 million on our revolving line of credit.

For additional information regarding our credit facilities, see Note 7 – Debt and Credit Facilities.

In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al.

Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $ 18.0 million after more than a decade of litigation.

The settlement is subject to court approval.

The cases involved a variety of allegations brought by a small group of drivers and later certified as a class action with tens of thousands of class members, covering the years from mid-2010 to late 2023.

For additional information regarding legal proceedings, see Note 9 – Commitments and Contingencies.

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