WERNER ENTERPRISES INC 10-Q

Item 1. Financial Statements. WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands, except per share amounts) 2025 2024 2025 2024 Operating revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579 Operating expenses: Salaries, wages and benefits 268,720 258,335 762,396 783,492 Fuel 64,059 64,886 187,552 214,506 Supplies and maintenance 65,496 61,548 187,796 185,311 Taxes and licenses 23,189 23,565 68,633 74,223 Insurance and claims 38,060 27,678 75,024 95,937 Depreciation and amortization 72,184 71,584 212,990 218,526 Rent and purchased transportation 243,115 211,667 677,537 626,009 Communications and utilities 3,967 4,186 12,054 13,019 Other 5,730 4,657 5,311 11,762 Total operating expenses 784,520 728,106 2,189,293 2,222,785 Operating income (loss) ( 13,021 ) 17,595 47,468 52,794 Other expense (income): Interest expense 9,935 11,093 28,825 28,084 Interest income ( 1,362 ) ( 1,834 ) ( 4,341 ) ( 5,305 ) Loss (gain) on investments in equity securities ( 38 ) 37 ( 3 ) 227 Loss (earnings) from equity method investment 289 ( 295 ) ( 553 ) ( 21 ) Other 60 50 ( 257 ) ( 181 ) Total other expense, net 8,884 9,051 23,671 22,804 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 (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 Diluted $ ( 0.34 ) $ 0.11 $ 0.22 $ 0.36 Weighted-average common shares outstanding: Basic 59,830 61,808 60,862 62,659 Diluted 59,830 62,022 61,015 62,862 See Notes to Consolidated Financial Statements (Unaudited). 4 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, (In thousands) 2025 2024 2025 2024 Net income (loss) $ ( 21,083 ) $ 6,540 $ 12,318 $ 21,988 Other comprehensive income (loss): Foreign currency translation adjustments 939 ( 2,426 ) 3,510 ( 6,011 ) Change in fair value of interest rate swaps, net of tax ( 113 ) ( 4,606 ) ( 2,016 ) ( 5,742 ) Other comprehensive income (loss) 826 ( 7,032 ) 1,494 ( 11,753 ) Comprehensive income (loss) ( 20,257 ) ( 492 ) 13,812 10,235 Comprehensive loss attributable to noncontrolling interest 508 25 1,071 354 Comprehensive income (loss) attributable to Werner $ ( 19,749 ) $ ( 467 ) $ 14,883 $ 10,589 See Notes to Consolidated Financial Statements (Unaudited). 5 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands, except share amounts) September 30, 2025 December 31, 2024 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 50,984 $ 40,752 Accounts receivable, trade, less allowance of $ 7,522 and $ 7,169 , respectively 437,522 391,684 Other receivables 22,621 26,137 Inventories and supplies 11,546 14,183 Prepaid expenses 47,964 53,690 Other current assets 34,158 15,327 Total current assets 604,795 541,773 Property and equipment, at cost 2,968,563 2,941,495 Less – accumulated depreciation 1,110,324 1,007,259 Property and equipment, net 1,858,239 1,934,236 Goodwill 129,104 129,104 Intangible assets, net 68,854 76,407 Other non-current assets 310,111 370,717 Total assets $ 2,971,103 $ 3,052,237 LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 147,307 $ 112,429 Current portion of long-term debt — 20,000 Insurance and claims accruals 106,987 93,710 Accrued payroll 54,020 54,560 Accrued expenses 18,893 18,745 Other current liabilities 46,502 56,305 Total current liabilities 373,709 355,749 Long-term debt, net of current portion 725,000 630,000 Other long-term liabilities 50,722 66,173 Insurance and claims accruals, net of current portion 112,956 236,923 Deferred income taxes 277,488 269,516 Total liabilities 1,539,875 1,558,361 Commitments and contingencies Temporary equity - redeemable noncontrolling interest 35,641 37,944 Stockholders’ equity: Common stock, $ 0.01 par value, 200,000,000 shares authorized; 80,533,536 shares issued; 59,830,317 and 61,850,434 shares outstanding, respectively 805 805 Paid-in capital 142,716 137,889 Retained earnings 1,940,742 1,952,775 Accumulated other comprehensive loss ( 16,943 ) ( 18,437 ) Treasury stock, at cost; 20,703,219 and 18,683,102 shares, respectively ( 671,733 ) ( 617,100 ) Total stockholders’ equity 1,395,587 1,455,932 Total liabilities, temporary equity and stockholders’ equity $ 2,971,103 $ 3,052,237 See Notes to Consolidated Financial Statements (Unaudited). 6 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, (In thousands) 2025 2024 Cash flows from operating activities: Net income $ 12,318 $ 21,988 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 212,990 218,526 Deferred income taxes 8,557 ( 26,133 ) Gain on disposal of property and equipment ( 13,308 ) ( 8,848 ) Non-cash equity compensation 7,695 7,071 Insurance and claims accruals, net of current portion ( 44,777 ) ( 11,508 ) Loss (gain) on investments in equity securities ( 3 ) 227 Earnings from equity method investment ( 553 ) ( 21 ) Gain on contingent earnout liability settlement ( 7,815 ) — Other ( 15,435 ) ( 10,509 ) Changes in certain working capital items: Accounts receivable, net ( 45,838 ) 60,921 Other current assets ( 7,585 ) 18,007 Accounts payable 11,445 ( 9,821 ) Other current liabilities 1,848 ( 1,200 ) Net cash provided by operating activities 119,539 258,700 Cash flows from investing activities: Additions to property and equipment ( 164,554 ) ( 332,999 ) Proceeds from sales of property and equipment 71,254 126,894 Investment in equity securities ( 6,032 ) ( 32 ) Payments to acquire equity method investment ( 3,060 ) ( 2,360 ) Collections of notes receivable 2,626 2,028 Net cash used in investing activities ( 99,766 ) ( 206,469 ) Cash flows from financing activities: Repayments of short-term debt ( 35,000 ) ( 72,500 ) Proceeds from issuance of short-term debt 30,000 70,000 Repayments of long-term debt ( 320,000 ) ( 156,250 ) Proceeds from issuance of long-term debt 400,000 200,000 Dividends on common stock ( 25,705 ) ( 26,413 ) Repurchases of common stock ( 55,562 ) ( 67,086 ) Tax withholding related to net share settlements of restricted stock awards ( 1,939 ) ( 4,172 ) Other ( 2,732 ) — Net cash used in financing activities ( 10,938 ) ( 56,421 ) Effect of exchange rate fluctuations on cash 1,397 ( 2,873 ) Net increase (decrease) in cash and cash equivalents 10,232 ( 7,063 ) Cash and cash equivalents, beginning of period 40,752 61,723 Cash and cash equivalents, end of period $ 50,984 $ 54,660 Supplemental disclosures of cash flow information: Interest paid $ 30,518 $ 27,403 Income taxes paid 38,675 14,847 Supplemental schedule of non-cash investing and financing activities: Notes receivable issued upon sale of property and equipment $ 1,812 $ 1,795 Change in fair value of interest rate swaps ( 2,016 ) ( 5,742 ) Property and equipment acquired included in accounts payable 24,502 52,480 Dividends accrued but not yet paid at end of period 8,376 8,653 See Notes to Consolidated Financial Statements (Unaudited). 7 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (Unaudited) Three Months Ended September 30, 2025 (In thousands, except share and per share amounts) Common Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Temporary Equity - Redeemable Noncontrolling Interest 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 — Dividends on common stock ($ 0.14 per share) — — ( 8,376 ) — — ( 8,376 ) — Non-cash equity compensation expense — 2,788 — — — 2,788 — Distribution to noncontrolling interest — — — — — — ( 716 ) 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 Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ Equity Temporary Equity - Redeemable Noncontrolling Interest BALANCE, June 30, 2024 $ 805 $ 134,769 $ 1,951,631 $ ( 14,405 ) $ ( 617,573 ) $ 1,455,227 $ 38,278 Net income attributable to Werner — — 6,565 — — 6,565 — Net loss attributable to noncontrolling interest — — — — — — ( 25 ) Other comprehensive loss — — — ( 7,032 ) — ( 7,032 ) — Dividends on common stock ($ 0.14 per share) — — ( 8,653 ) — — ( 8,653 ) — Non-cash equity compensation expense — 2,450 — — — 2,450 — BALANCE, September 30, 2024 $ 805 $ 137,219 $ 1,949,543 $ ( 21,437 ) $ ( 617,573 ) $ 1,448,557 $ 38,253 See Notes to Consolidated Financial Statements (Unaudited). 8 Table of Contents WERNER ENTERPRISES, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND TEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST (CONTINUED) (Unaudited) Nine Months Ended September 30, 2025 (In thousands, except share and per share amounts) Common Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total Stockholders’ 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 income attributable to Werner — — 13,389 — — 13,389 — Net loss attributable to noncontrolling interest — — — — — — ( 1,071 ) Other comprehensive income — — — 1,494 — 1,494 — Repurchases of common stock, 2,113,007 shares — — — — ( 55,562 ) ( 55,562 ) — Dividends on common stock ($ 0.42 per share) — — ( 25,422 ) — — ( 25,422 ) — Common stock issued for stock-based compensation, including tax effects, 92,890 shares — ( 2,868 ) — — 929 ( 1,939 ) — Non-cash equity compensation expense — 7,695 — — — 7,695 — Distribution to noncontrolling interest — — — — — — ( 1,232 ) 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 Stock Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Treasury Stock Total 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 — — 22,342 — — 22,342 — Net loss attributable to noncontrolling interest — — — — — — ( 354 ) Other comprehensive loss — — — ( 11,753 ) — ( 11,753 ) — Repurchases of common stock, 1,787,810 shares — — — — ( 67,086 ) ( 67,086 ) — Dividends on common stock ($ 0.42 per share) — — ( 26,184 ) — — ( 26,184 ) — Common stock issued for stock-based compensation, including tax effects, 150,932 shares — ( 4,746 ) — — 574 ( 4,172 ) — Non-cash equity compensation expense — 7,071 — — — 7,071 — 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). 9 Table of Contents WERNER ENTERPRISES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (1) Basis of Presentation and Recent Accounting Pronouncements Basis of Presentation The accompanying unaudited interim consolidated financial statements include the accounts of Werner Enterprises, Inc. and its subsidiaries (collectively, the “Company” or “Werner”). Redeemable noncontrolling interest on the consolidated condensed balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership. In these notes, the terms “we,” “us,” or “our” refer to Werner Enterprises, Inc. and its subsidiaries. All significant intercompany accounts and transactions relating to these entities have been eliminated. These consolidated financial statements have been prepared in accordance with the U.S. Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and, in the opinion of management, reflect all adjustments, which are all of normal recurring nature, necessary to present fairly the financial condition, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles (“GAAP”). These consolidated financial statements do not include all information and footnotes required by GAAP for complete financial statements; although in management’s opinion, the disclosures are adequate so that the information presented is not misleading. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. In the opinion of management, the information set forth on the accompanying consolidated condensed balance sheets is fairly stated in all material respects in relation to the consolidated balance sheets from which it has been derived. These consolidated financial statements and notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes contained in our 2024 Form 10-K. Recently Issued Accounting Pronouncements, Not Yet Effective In 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. 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): Disaggregation of Income Statement Expenses , requiring public business entities to disclose additional information about specific expense categories in the notes to the financial statements at interim and annual reporting periods, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization. The provisions of this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, using either a prospective or retrospective approach. We are evaluating the impact of adopting ASU 2024-03, and we expect this ASU to impact our disclosures but not our results of operations, cash flows, and financial condition. 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 10 Table of Contents 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. (2) Revenue Revenue Recognition Revenues are recognized over time as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The following table presents our revenues disaggregated by revenue source (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Truckload Transportation Services $ 519,786 $ 522,803 $ 1,539,308 $ 1,610,998 Werner Logistics 232,585 206,774 649,320 618,168 Inter-segment eliminations ( 163 ) ( 3,248 ) ( 8,975 ) ( 10,582 ) Transportation services 752,208 726,329 2,179,653 2,218,584 Other revenues 19,291 19,372 57,108 56,995 Total revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579 The following table presents our revenues disaggregated by geographic areas in which we conduct business (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 United States $ 737,637 $ 702,875 $ 2,128,556 $ 2,141,294 Mexico 29,923 35,597 97,091 110,882 Canada 3,939 7,229 11,114 23,403 Total revenues $ 771,499 $ 745,701 $ 2,236,761 $ 2,275,579 Operating revenues for foreign countries include revenues for (i) shipments with an origin or destination in that country and (ii) other services provided in that country. If both the origin and destination are in a foreign country, the revenues are attributed to the country of origin. Contract Balances and Accounts Receivable A receivable is an unconditional right to consideration and is recognized when shipments have been completed and the related performance obligation has been fully satisfied. At September 30, 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 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. These contract assets are considered current assets as they will be settled in less than 12 months. Contract liabilities represent advance consideration received from customers and are recognized as revenues over time as the related performance obligation is satisfied. A t September 30, 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. These contract liabilities are considered current liabilities as they will be settled in less than 12 months. Performance Obligations 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 11 Table of Contents 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 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 nine months ended September 30, 2025. The following table presents acquired intangible assets (in thousands): September 30, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 80,200 $ ( 28,025 ) $ 52,175 $ 80,200 $ ( 22,009 ) $ 58,191 Trade names 24,600 ( 7,921 ) 16,679 24,600 ( 6,384 ) 18,216 Total intangible assets $ 104,800 $ ( 35,946 ) $ 68,854 $ 104,800 $ ( 28,393 ) $ 76,407 Amortization expense on intangible assets was $ 2.5 million and $ 7.6 million for the three and nine months ended September 30, 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. (4) Leases We have entered into operating leases primarily for real estate. The leases have terms which range from 2 years to 18 years, and some include options to renew. Renewal terms are included in the lease term when it is reasonably certain that we will exercise the option to renew. Operating leases are included in other non-current assets, other current liabilities and other long-term liabilities on the consolidated condensed balance sheets. These assets and liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date, using our incremental borrowing rate because the rate implicit in each lease is not readily determinable. We have certain contracts for real estate that may contain lease and non-lease components which we have elected to treat as a single lease component. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Variable lease expense is recognized in the period in which the obligation for those payments is incurred. Lease expense is reported in rent and purchased transportation on the consolidated statements of income. The following table presents balance sheet and other operating lease information (dollars in thousands): September 30, 2025 December 31, 2024 Right-of-use assets (recorded in other non-current assets) $ 40,838 $ 49,599 Current lease liabilities (recorded in other current liabilities) $ 15,460 $ 15,352 Long-term lease liabilities (recorded in other long-term liabilities) 27,679 36,406 Total operating lease liabilities $ 43,139 $ 51,758 Weighted-average remaining lease term for operating leases 4.46 years 4.75 years Weighted-average discount rate for operating leases 5.0 % 5.0 % 12 Table of Contents The following table presents the maturities of operating lease liabilities as of September 30, 2025 (in thousands): 2025 (remaining) $ 4,462 2026 16,651 2027 9,035 2028 7,170 2029 4,163 Thereafter 5,924 Total undiscounted operating lease payments 47,405 Less: Imputed interest ( 4,266 ) Present value of operating lease liabilities $ 43,139 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 $ 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 We are the lessor of tractors and trailers (revenue equipment) under operating leases with initial terms of 1 year to 10 years. At times, we also lease or sublease real estate to third parties. We recognize revenue for such leases on a straight-line basis over the term of the lease. Revenues were $ 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 2026 5,824 2027 78 2028 — 2029 — Thereafter — Total $ 8,719 The owned assets underlying our leases as lessor primarily consist of revenue equipment. 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 Fair Value Measurement — Definition and Hierarchy ASC 820-10, Fair Value Measurement , defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. 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 13 Table of Contents 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: Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access. Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Such inputs include quoted prices in markets that are not active, quoted prices for similar assets and liabilities in active and inactive markets, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs for the asset or liability, where there is little, if any, observable market activity or data for the asset or liability. In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology applies to our Level 1 assets and liabilities. If quoted prices in active markets for identical assets and liabilities are not available to determine fair value, then we use quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable, either directly or indirectly. This pricing methodology would apply to Level 2 assets and liabilities. The following table presents the fair value hierarchy for our assets and liabilities measured at fair value on a recurring basis (in thousands): Level in Fair Value Hierarchy Fair Value September 30, 2025 December 31, 2024 Assets: Other non-current assets: Pay-fixed interest rate swaps (1) 2 $ — $ 1,162 Equity securities (2) 2 145 141 Total other non-current assets $ 145 $ 1,303 Liabilities: Other current liabilities: Pay-fixed interest rate swaps (1) 2 $ 577 $ 134 Other long-term liabilities: Pay-fixed interest rate swaps (1) 2 3,549 2,420 Contingent consideration associated with acquisition 3 — 9,315 Total other long-term liabilities 3,549 11,735 Total liabilities at fair value $ 4,126 $ 11,869 (1) Pay-fixed interest rate swaps are measured on a recurring basis by netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on the expectation of future interest rates (forward curves) derived from observed market interest rate curves. See Note 7 – Debt and Credit Facilities for further information on our interest rate swaps. (2) Represents our investment in an autonomous technology company. For additional information regarding the valuation of this equity security, see Note 6 – Investments. 14 Table of Contents The following table presents changes in the fair value of our contingent earnout liability (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Balance at beginning of period $ — $ 9,102 $ 9,315 $ 8,896 Payment for contingent consideration (1) — — ( 1,500 ) — Change in fair value (2) — 106 ( 7,815 ) 312 Balance at end of period $ — $ 9,208 $ — $ 9,208 (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. (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. 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. We have ownership interests in investments, primarily Mastery Logistics Systems, Inc. (“MLSI”), which do not have readily determinable fair values and are accounted for using the measurement alternative in ASC 321, Investments - Equity Securities . 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. Fair Value of Financial Instruments Not Recorded at Fair Value Cash and cash equivalents, accounts receivable trade, and accounts payable are short-term in nature and accordingly are carried at amounts that approximate fair value. The carrying amount of our variable-rate long-term debt approximates fair value due to the duration of our credit arrangements and the variable interest rates. (6) Investments Equity Investments without Readily Determinable Fair Values Our strategic equity investments without readily determinable fair values primarily consist of our investment in MLSI, a transportation management systems company. MLSI has developed a cloud-based transportation management system using its SaaS technology, and we have obtained a license. Our investments are being accounted for under ASC 321 using the measurement alternative and are recorded in other noncurrent assets on the consolidated condensed balance sheets. We record changes in the values of our investments based on events that occur that would indicate the values have changed, in loss (gain) on investments in equity securities on the consolidated statements of income. As of September 30, 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Investment in equity securities $ 11 $ 11 $ 6,032 $ 32 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 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. 15 Table of Contents The following table summarizes the activity related to our equity investments with readily determinable fair values during the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Loss (gain) on investments in equity securities $ ( 38 ) $ 37 $ ( 3 ) $ 227 Equity Method Investment In January 2023, we committed to make a $ 20.0 million investment in the Autotech Fund pursuant to a limited partnership agreement. 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. As a limited partner, we will make periodic capital contributions toward this total commitment amount. 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 September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Capital contributions $ 1,300 $ — $ 3,060 $ 2,360 Loss (earnings) from equity method investment $ 289 $ ( 295 ) $ ( 553 ) $ ( 21 ) As of September 30, 2025, our cumulative capital contributions in the Autotech Fund were $ 10.3 million. (7) Debt and Credit Facilities On December 20, 2022, we entered into a $ 1.075 billion unsecured credit facility with a group of lenders (the “2022 Credit Agreement”), replacing our previous credit facilities. The 2022 Credit Agreement is scheduled to mature on December 20, 2027, and has a $ 100.0 million maximum limit for the aggregate amount of letters of credit issued. Revolving credit loans drawn under the 2022 Credit Agreement bear interest, at our option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50 %, or (c) the one-month Term Secured Overnight Financing Rate (“SOFR”) plus 1.10 %), plus a margin ranging between 0.125 % and 0.750 %, or (ii) Term SOFR plus 0.10 % and a margin ranging between 1.125 % and 1.750 %. Swingline loans drawn under the 2022 Credit Agreement bear interest at the Base Rate, as defined above, plus a margin ranging between 0.125 % and 0.750 %. The 2022 Credit Agreement also requires us to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125 % and 1.750 % per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125 % and 0.250 % per annum. The margin, letter of credit commission, and commitment fee rates are based on our ratio of net funded debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”). There are no scheduled principal payments due on the 2022 Credit Agreement until the maturity date, and interest is payable in arrears at periodic intervals not to exceed three months. Availability of such funds under the 2022 Credit Agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring us (i) not to exceed a maximum ratio of net funded debt to EBITDA and (ii) to exceed a minimum ratio of EBITDA to interest expense. As of 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. Under the terms of our interest rate swap agreements, we 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. We have designated our interest rate swap agreements as cash flow hedges. 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. 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 16 Table of Contents LSA is a secured borrowing that is collateralized by eligible receivables, for which the Company is the servicing agent. WRC is a bankruptcy remote, special purpose entity and the borrower under the LSA. The Company has contributed and from time to time sells a designated pool of eligible accounts receivables to WRC which, in turn, may borrow funds under the LSA on a revolving basis. The collateral is available to satisfy the claims related to the lenders’ interests in the receivables and unavailable to satisfy claims of the Company and its subsidiaries. The LSA does not qualify for sale treatment. Accordingly, the Company’s eligible receivables remain on our condensed consolidated balance sheets in accounts receivable, trade, less allowance. Subject to eligible receivables, the maximum amount of funding available to WRC is $ 300.0 million, which may increase to $ 350.0 million upon WRC’s request and acceptance by the lenders. 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 %. 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 September 30, 2025, we were in compliance with these covenants. The following table presents total debt (in thousands): September 30, 2025 December 31, 2024 Current portion of long-term debt 2022 Credit Agreement $ — $ 20,000 Long-term debt, net of current portion 2022 Credit Agreement (1) 425,000 630,000 LSA (weighted average interest rate of 5.09 % at September 30, 2025) 300,000 — Total long-term debt, net of current portion 725,000 630,000 Total debt $ 725,000 $ 650,000 (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; • $ 75.0 million which is effectively fixed at 6.09 % with an interest rate swap agreement through May 2027; • $ 75.0 million which is effectively fixed at 5.14 % with an interest rate swap agreement through August 2028; and • $ 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): September 30, 2025 Borrowing base, based on eligible receivables $ 300,000 Less: outstanding borrowings ( 300,000 ) 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. 17 Table of Contents At September 30, 2025, the aggregate maturities of future debt principal payments are as follows (in thousands): 2025 (remaining) $ — 2026 — 2027 425,000 2028 300,000 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 $ 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. The majority of these claims relate to bodily injury, property damage, cargo and workers’ compensation incurred in the transportation of freight, as well as certain class action litigation related to personnel and employment matters. 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. 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. On May 17, 2018, in Harris County District Court in Houston, Texas, a jury rendered an adverse verdict against the Company in a lawsuit arising from a December 30, 2014 accident between a Werner tractor-trailer and a passenger vehicle. On July 30, 2018, the court entered a final judgment against Werner for $ 92.0 million, including pre-judgment interest. The Company pursued an appeal of this verdict, and on May 18, 2023, the Texas Court of Appeals overruled Werner’s appeal and affirmed the trial court’s judgment. The Company filed a Petition for Review with the Texas Supreme Court and, on August 30, 2024 the Texas Supreme Court granted the Company’s Petition for Review. Oral argument of the appeal was held on December 3, 2024. 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. 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. In October 2025, we reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. 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, 18 Table of Contents 2014. 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. 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 (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 (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 We have two reportable segments – Truckload Transportation Services (“TTS”) and Werner Logistics. The TTS reportable segment consists of two operating segments, Dedicated and One-Way Truckload. These operating segments are aggregated because they have similar economic characteristics and meet the other aggregation criteria described in the accounting guidance for segment reporting. Dedicated provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload is comprised of the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety of consumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexico cross-border routes; (ii) the expedited (“Expedited”) fleet provides time-sensitive truckload services utilizing driver teams; (iii) the regional short-haul (“Regional”) fleet provides comparable truckload van service within geographic regions across the United States; and (iv) the Temperature Controlled fleet provides truckload services for temperature sensitive products over irregular routes utilizing temperature-controlled trailers. Revenues for the TTS segment include a small amount of non-trucking revenues which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where we utilize a third-party capacity provider. The Werner Logistics segment 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 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”) 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. 19 Table of Contents The accounting policies of the segments are the same as those described in the summary of significant accounting policies contained in our 2024 Form 10-K. Inter-segment transactions between reporting segments have been recorded at amounts approximating market and are eliminated in consolidation. The chief operating officer of the Company is our chief operating decision maker (“CODM”). Our CODM evaluates the operating results of each individual segment, using monthly divisional financial statements, to asses performance and to allocate resources to each segment. Our divisional financial statements detail the revenues and operating expenses of each individual segment netting to operating income (loss) that allows the CODM to make operational decisions regarding each individual segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment. Based on our operations, certain revenue-generating assets (primarily tractors and trailers) are interchangeable between segments. Depreciation for these interchangeable assets is allocated to segments based on the actual number of units utilized by the segment during the period. Other depreciation and amortization is allocated to segments based on specific identification or as a percentage of a metric such as average number of tractors. The following tables summarize our segment information (in thousands): Three Months Ended September 30, 2025 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 519,623 $ 232,585 $ 752,208 Inter-segment revenues 163 — 163 Reportable segment revenues 519,786 232,585 752,371 Reconciliation of revenues: Other revenues (1) 19,291 Elimination of inter-segment revenues ( 163 ) Consolidated revenues $ 771,499 Less operating expenses: (2) Salaries, wages and benefits (3) 243,740 17,785 261,525 Fuel 63,431 335 63,766 Supplies and maintenance 56,661 3,154 59,815 Taxes and licenses 22,832 202 23,034 Insurance and claims 36,495 1,318 37,813 Depreciation and amortization 66,246 4,255 70,501 Rent and purchased transportation 38,997 201,603 240,600 Communications and utilities 3,452 242 3,694 Gains on sales of property and equipment ( 5,223 ) ( 197 ) ( 5,420 ) Other segment items (5) 6,987 874 7,861 Reportable segment operating expenses 533,618 229,571 763,189 Reportable segment operating income (loss) $ ( 13,832 ) $ 3,014 $ ( 10,818 ) Reconciliation of operating income: Other operating loss (1) ( 2,203 ) Consolidated operating loss $ ( 13,021 ) 20 Table of Contents Three Months Ended September 30, 2024 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 519,555 $ 206,774 $ 726,329 Inter-segment revenues 3,248 — 3,248 Reportable segment revenues 522,803 206,774 729,577 Reconciliation of revenues: Other revenues (1) 19,372 Elimination of inter-segment revenues ( 3,248 ) Consolidated revenues $ 745,701 Less operating expenses: (2) Salaries, wages and benefits 230,330 20,347 250,677 Fuel 64,225 370 64,595 Supplies and maintenance 52,097 2,685 54,782 Taxes and licenses 23,138 246 23,384 Insurance and claims 27,292 174 27,466 Depreciation and amortization 64,351 3,862 68,213 Rent and purchased transportation 35,853 177,836 213,689 Communications and utilities 3,504 456 3,960 Gains on sales of property and equipment ( 3,112 ) ( 281 ) ( 3,393 ) Other segment items (5) 3,518 1,424 4,942 Reportable segment operating expenses 501,196 207,119 708,315 Reportable segment operating income (loss) $ 21,607 $ ( 345 ) $ 21,262 Reconciliation of operating income: Other operating loss (1) ( 3,667 ) Consolidated operating income $ 17,595 21 Table of Contents Nine Months Ended September 30, 2025 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 1,530,333 $ 649,320 $ 2,179,653 Inter-segment revenues 8,975 — 8,975 Reportable segment revenues 1,539,308 649,320 2,188,628 Reconciliation of revenues: Other revenues (1) 57,108 Elimination of inter-segment revenues ( 8,975 ) Consolidated revenues $ 2,236,761 Less operating expenses: (2) Salaries, wages and benefits (3) 686,566 54,085 740,651 Fuel 185,595 1,033 186,628 Supplies and maintenance 161,709 8,743 170,452 Taxes and licenses 67,451 669 68,120 Insurance and claims (4) 72,014 2,446 74,460 Depreciation and amortization 194,499 11,815 206,314 Rent and purchased transportation 117,560 561,115 678,675 Communications and utilities 10,167 827 10,994 Gains on sales of property and equipment ( 14,310 ) ( 916 ) ( 15,226 ) Other segment items (5) 8,716 2,636 11,352 Reportable segment operating expenses 1,489,967 642,453 2,132,420 Reportable segment operating income $ 49,341 $ 6,867 $ 56,208 Reconciliation of operating income: Other operating loss (1) ( 8,740 ) Consolidated operating income $ 47,468 22 Table of Contents Nine Months Ended September 30, 2024 Truckload Transportation Services Werner Logistics Total Revenues from external customers $ 1,600,416 $ 618,168 $ 2,218,584 Inter-segment revenues 10,582 — 10,582 Reportable segment revenues 1,610,998 618,168 2,229,166 Reconciliation of revenues: Other revenues (1) 56,995 Elimination of inter-segment revenues ( 10,582 ) Consolidated revenues $ 2,275,579 Less operating expenses: (2) Salaries, wages and benefits 698,501 62,143 760,644 Fuel 212,331 1,210 213,541 Supplies and maintenance 159,881 6,558 166,439 Taxes and licenses 73,013 714 73,727 Insurance and claims 92,827 2,803 95,630 Depreciation and amortization 196,856 11,274 208,130 Rent and purchased transportation 102,131 530,821 632,952 Communications and utilities 10,405 1,688 12,093 Gains on sales of property and equipment ( 9,043 ) ( 765 ) ( 9,808 ) Other segment items (5) 10,651 3,846 14,497 Reportable segment operating expenses 1,547,553 620,292 2,167,845 Reportable segment operating income (loss) $ 63,445 $ ( 2,124 ) $ 61,321 Reconciliation of operating income: Other operating loss (1) ( 8,527 ) Consolidated operating income $ 52,794 (1) Revenues and operating income or loss from segments below the quantitative thresholds for determining reportable segments. Those segments include driver training schools, transportation-related activities such as third-party equipment maintenance and equipment leasing, other business activities, and corporate related items which are incidental to our activities and are not attributable to any of our operating segments. (2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Inter-segment expenses are included within the amounts shown. (3) 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. v. Werner . 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 months ended September 30, 2025, the TTS segment incurred legal fees of $ 3.4 million related to the Abarca et al. v. 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. acquisition. For additional information regarding this contingent consideration arrangement, see Note 5 – Fair Value. (12) Subsequent Events 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 23 Table of Contents 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. v. 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.