8 unchanged sentences
Tariffs or trade regulations may impact the cost or availability of materials, equipment, goods, and fuel.
+Added: On February 20, 2026, the U.S.
+Added: Supreme Court ruled that the U.S.
+Added: government cannot use the International Emergency Economic Powers Act to impose tariffs, overturning certain recent tariffs announced throughout 2025, including those on global imports from China, Canada and Mexico.
+Added: This decision creates uncertainty about the immediate path forward for many supply chains.
+Added: Not all tariffs announced throughout 2025 will be impacted by this U.S.
+Added: Supreme Court decision since many tariffs were imposed under other legal authorities that remain in effect and new tariffs may continue to be implemented through these other legal authorities.
Impacts from any of the foregoing on (i) our suppliers could affect pricing or availability of needed goods and services and (ii) our customers could weaken their financial condition, increase our risk of bad debt losses, and decrease demand for our services (even if preceded by increased demand in anticipation of a trade regulation or other change).
23 unchanged sentences
These programs generally enable us to recover a majority, but not all, of the fuel price increases.
−Removed: Fuel prices that change rapidly
−Removed: in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week.
+Added: Fuel prices that change rapidly in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week.
Fuel shortages, increases in fuel prices and petroleum product rationing could have a material adverse impact on our operations and profitability.
4 unchanged sentences
We compete primarily with other truckload carriers in our TTS segment.
−Removed: Logistics companies, digital brokers, intermodal companies, railroads, less-than-truckload carriers and private carriers also provide a lesser degree of competition in our TTS segment, but such providers are more direct competitors in our Werner Logistics segment.
+Added: Logistics companies, digital brokers,
+Added: intermodal companies, railroads, less-than-truckload carriers and private carriers also provide a lesser degree of competition in our TTS segment, but such providers are more direct competitors in our Werner Logistics segment.
Competition for the freight we transport or manage is based primarily on service, efficiency, available capacity and, to some degree, on freight rates alone.
26 unchanged sentences
Additional risks associated with our foreign operations, including restrictive trade policies and imposition of duties, taxes, or government royalties by foreign governments, are present but have been largely mitigated by the terms of the United States-Mexico-Canada Agreement (“USMCA”) for Mexico and Canada.
−Removed: The United States, Canada and Mexico ratified the USMCA as an overhaul and update to the North America Free Trade Agreement, and it
−Removed: became effective in July 2020.
+Added: The United States, Canada and Mexico ratified the USMCA as an overhaul and update to the North America Free Trade Agreement, and it became effective in July 2020.
We believe Werner is one of the largest U.S.
23 unchanged sentences
However, the security risks associated with information technology systems have increased in recent years because of the evolving sophistication, activities and methods of cyber attackers, including the use of artificial intelligence.
+Added: As we implement artificial intelligence solutions, we limit liability by ensuring that vendors’ indemnity obligations extend to artificial intelligence solutions and require such vendors to undertake commercially reasonable measures to prevent hallucinations and bias.
+Added: In addition, we take a proactive approach to understand how our data will be used by the artificial intelligence solution to prevent and mitigate competitive concerns.
The techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently, may be difficult to detect, and often are not recognized until launched against a target, and we may be unable or fail to anticipate them or to implement adequate preventative measures.
11 unchanged sentences
Our business is sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand and industry truck capacity.
−Removed: Such conditions may also impact the financial condition of our customers, resulting in a greater risk of bad debt losses, and that of our suppliers, which may affect the availability or pricing of needed goods and services.
+Added: Such conditions may also impact the financial condition of our customers, resulting in a
+Added: greater risk of bad debt losses, and that of our suppliers, which may affect the availability or pricing of needed goods and services.
Our future results could be impacted by the disruptive effects of an epidemic, pandemic or similar outbreak, including but not limited to adverse effects on freight volumes and pricing and availability of qualified personnel.
17 unchanged sentences
If we fail to comply with applicable regulations, we could be subject to substantial fines or penalties and civil and criminal liability.
−Removed: Increasing scrutiny from investors and other stakeholders regarding ESG related matters may have a negative impact on our business.
−Removed: Companies across all industries are facing increasing scrutiny from investors and other stakeholders related to ESG matters, including practices and disclosures related to sustainability.
+Added: Scrutiny from investors and other stakeholders regarding ESG related matters may have a negative impact on our business.
+Added: Companies across all industries face scrutiny from investors and other stakeholders related to ESG matters, including practices and disclosures related to sustainability.
Organizations that provide information to stakeholders (including customers and investors) on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.
5 unchanged sentences
If our ESG initiatives and goals do not meet the expectations of our customers, investors or other stakeholders, which continue to evolve and may be conflicting, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment or business partner could be negatively impacted.
−Removed: Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards in a timely
−Removed: manner, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.
+Added: Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards in a timely manner, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.
Risks Related to Financial Matters
12 unchanged sentences
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.