What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-26 · 269 added, 168 removed, 846 unchanged (34% of the section changed)

60 unchanged sentences

Communications and utilities 15,863 17,195 18,480

Restructuring and impairment 44,225 — —

Other 10,202 12,661 ( 12,443 )

4 unchanged sentences

Interest income ( 5,634 ) ( 6,898 ) ( 6,701 )

Loss (gain) on investments in equity securities, net ( 7,930 ) 278 ( 12,195 )

Loss (gain) on investments in equity securities 68 ( 7,930 ) 278

Loss (earnings) from equity method investment ( 656 ) ( 556 ) 1,046

Other ( 385 ) ( 162 ) 477

Total other expense (income) 23,666 28,635 ( 1,710 )

Income before income taxes 42,482 147,781 324,786

Total other expense, net 32,446 23,666 28,635

Income (loss) before income taxes ( 20,789 ) 42,482 147,781

Income tax expense 2,209 8,912 35,491

Net income 33,570 112,290 245,580

Net loss (income) attributable to noncontrolling interest 663 92 ( 4,324 )

Net income attributable to Werner $ 34,233 $ 112,382 $ 241,256

Earnings per share:

Net income (loss) ( 22,998 ) 33,570 112,290

Net loss attributable to noncontrolling interest 8,599 663 92

Net income (loss) attributable to Werner $ ( 14,399 ) $ 34,233 $ 112,382

Earnings (loss) per share:

Basic $ ( 0.24 ) $ 0.55 $ 1.77

8 unchanged sentences

(In thousands) 2025 2024 2023

Net income $ 33,570 $ 112,290 $ 245,580

Net income (loss) $ ( 22,998 ) $ 33,570 $ 112,290

Other comprehensive income (loss):

2 unchanged sentences

Other comprehensive income (loss) 2,362 ( 8,753 ) 1,608

Comprehensive income 24,817 113,898 254,892

Comprehensive loss (income) attributable to noncontrolling interest 663 92 ( 4,324 )

Comprehensive income attributable to Werner $ 25,480 $ 113,990 $ 250,568

Comprehensive income (loss) ( 20,636 ) 24,817 113,898

Comprehensive loss attributable to noncontrolling interest 8,599 663 92

Comprehensive income (loss) attributable to Werner $ ( 12,037 ) $ 25,480 $ 113,990

See Notes to Consolidated Financial Statements.

9 unchanged sentences

Prepaid expenses 57,184 53,690

Assets held for sale 32,643 —

Other current assets 35,665 15,327

46 unchanged sentences

Cash flows from operating activities:

Net income $ 33,570 $ 112,290 $ 245,580

Net income (loss) $ ( 22,998 ) $ 33,570 $ 112,290

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

2 unchanged sentences

Gain on disposal of property and equipment ( 15,674 ) ( 15,331 ) ( 42,440 )

Restructuring and impairment 44,225 — —

Non-cash equity compensation 10,691 8,856 11,943

Insurance and claims accruals, net of current portion ( 45,607 ) ( 2,777 ) ( 5,246 )

Loss (gain) on investments in equity securities, net ( 7,930 ) 278 ( 12,195 )

Loss (gain) on investments in equity securities 68 ( 7,930 ) 278

Loss (earnings) from equity method investment ( 656 ) ( 556 ) 1,046

Change in fair value of contingent consideration ( 7,815 ) — —

Other ( 15,830 ) ( 9,298 ) ( 7,612 )

22 unchanged sentences

Tax withholding related to net share settlements of restricted stock awards ( 2,337 ) ( 4,831 ) ( 6,359 )

Distribution to noncontrolling interest — — ( 1,572 )

Other ( 2,732 ) — ( 1,500 )

11 unchanged sentences

Property and equipment acquired included in accounts payable 424 1,069 14,239

Property and equipment disposed included in other receivables — — 110

Dividends accrued but not yet paid at end of period 8,382 8,659 8,882

14 unchanged sentences

Net income attributable to Werner — — 112,382 — — 112,382 —

Net income attributable to noncontrolling interest — — — — — — 4,324

Net loss attributable to noncontrolling interest — — — — — — ( 92 )

Other comprehensive income — — — 1,608 — 1,608 —

Repurchases of common stock, 2,710,304 shares

— — — — ( 110,400 ) ( 110,400 ) —

Dividends on common stock ($ 0.55 per share)

3 unchanged sentences

Non-cash equity compensation expense — 11,943 — — — 11,943 —

Distribution to noncontrolling interest — — — — — — ( 1,572 )

BALANCE, December 31, 2023 805 134,894 1,953,385 ( 9,684 ) ( 551,061 ) 1,528,339 38,607

1 unchanged sentence

Net loss attributable to noncontrolling interest — — — — — — ( 663 )

Other comprehensive income — — — 1,608 — 1,608 —

Other comprehensive loss — — — ( 8,753 ) — ( 8,753 ) —

Repurchases of common stock, 1,787,810 shares

— — — — ( 67,069 ) ( 67,069 ) —

Dividends on common stock ($ 0.56 per share)

4 unchanged sentences

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

Net income attributable to Werner — — 34,233 — — 34,233 —

Net loss attributable to Werner — — ( 14,399 ) — — ( 14,399 ) —

Net loss attributable to noncontrolling interest — — — — — — ( 8,599 )

Other comprehensive loss — — — ( 8,753 ) — ( 8,753 ) —

Other comprehensive income — — — 2,362 — 2,362 —

Repurchases of common stock, 2,113,007 shares

5 unchanged sentences

Non-cash equity compensation expense — 10,691 — — — 10,691 —

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

BALANCE, December 31, 2025 $ 805 $ 144,641 $ 1,904,572 $ ( 16,075 ) $ ( 671,051 ) $ 1,362,892 $ 28,113

5 unchanged sentences

The accompanying consolidated financial statements include the accounts of Werner Enterprises, Inc.

and its subsidiaries (collectively, the “Company”).

and its subsidiaries (collectively, the “Company” or “Werner”).

Redeemable noncontrolling interest on the consolidated balance sheets represents the portion of a consolidated entity in which we do not have a direct equity ownership.

6 unchanged sentences

state regulatory authorities.

Our ten largest customers comprised 48 % of our revenues for the years ended December 31, 2024 and 2023, and 46 % of our revenues for the year ended December 31, 2022.

Our largest customer, Dollar General, accounted for 11 %, 10 %, and 14 % of our total revenues in 2024, 2023, and 2022, respectively.

Our ten largest customers comprised 50 % of our revenues for the year ended December 31, 2025, and 48 % of our revenues for the years ended December 31, 2024 and 2023.

Our largest customer, Dollar General, accounted for 11 % of our total revenues in 2025 and 2024, and 10 % of our total revenues in 2023.

Revenues generated by Dollar General are reported in both of our reportable operating segments.

4 unchanged sentences

Actual results could differ from those estimates.

Reclassification:

The balance sheet caption formerly known as “prepaid taxes, licenses and permits” has been renamed “prepaid expenses.” In addition, $ 37.8 million of other prepaid expenses have been reclassified from other current assets to prepaid expenses on the consolidated balance sheet as of December 31, 2023.

This reclassification was made to conform to the current financial statement presentation.

Cash and Cash Equivalents :

12 unchanged sentences

Replacement tires are expensed when placed in service.

Assets Held for Sale :

Assets held for sale consist of revenue equipment recorded at the lower of carrying amount or fair value less cost to sell.

This revenue equipment is related to the restructuring of our One-Way Truckload operating segment and is expected to be sold within one year.

Property, Equipment, and Depreciation :

3 unchanged sentences

Accelerated depreciation methods are used for income tax purposes.

The lives and salvage values assigned to certain

assets for financial reporting purposes are different than for income tax purposes.

The lives and salvage values assigned to certain assets for financial reporting purposes are different than for income tax purposes.

For financial reporting purposes, assets are generally depreciated using the following estimated useful lives and salvage values:

5 unchanged sentences

Depreciation expense was $ 276.3 million, $ 280.3 million, and $ 289.2 million for the years ended December 31, 2025, 2024, and 2023 respectively, and is reported in depreciation and amortization on the consolidated statements of income.

Due to the stronger used trailer market and the increased cost of new trailers, a change in accounting estimate was made during the first quarter of 2022, which decreased depreciation expense by $ 12.7 million in 2022.

Goodwill represents the excess of cost over the fair value of net identifiable tangible and intangible assets acquired in business combinations and is allocated to reporting units that are expected to benefit from the combinations.

21 unchanged sentences

Thus, the asset group used to assess impairment would include all of our assets.

No impairment charges were recorded during the years ended December 31, 2024, 2023, and 2022.

As part of the restructuring activities related to our One-Way Truckload operating segment discussed in Note 13 – Restructuring and Impairment Costs, we recorded impairment charges of $ 21.7 million relating to trademark and customer relationships intangible assets and $ 14.4 million relating to tractors and trailers during the year ended December 31, 2025.

No impairment charges were recorded during the years ended 2024 and 2023.

Insurance and Claims Accruals :

24 unchanged sentences

Foreign currency translation adjustments reflect the changes in foreign currency exchange rates applicable to the net assets of the foreign operations.

Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets and as a separate component of comprehensive income in the consolidated statements of comprehensive income.

Foreign currency translation adjustments are recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets and as a separate component of comprehensive income (loss) in the consolidated statements of comprehensive income.

Income Taxes:

6 unchanged sentences

Common Stock and 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.

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

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

Dilutive potential common shares include outstanding restricted stock awards.

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

There are no differences in the numerators of

our computations of basic and diluted earnings per share for any periods presented.

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

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

The potential shares of common stock that were excluded from the computation of diluted loss per share for the year ended December 31, 2025, were 167,044 shares.

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

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

Years Ended December 31,

2025 2024 2023

Net income attributable to Werner $ 34,233 $ 112,382 $ 241,256

Net income (loss) attributable to Werner $ ( 14,399 ) $ 34,233 $ 112,382

Weighted average common shares outstanding 60,607 62,450 63,374

Dilutive effect of stock-based awards — 212 344

Shares used in computing diluted earnings per share 62,662 63,718 64,579

Basic earnings per share $ 0.55 $ 1.77 $ 3.76

Diluted earnings per share $ 0.55 $ 1.76 $ 3.74

Shares used in computing diluted earnings (loss) per share 60,607 62,662 63,718

Basic earnings (loss) per share $ ( 0.24 ) $ 0.55 $ 1.77

Diluted earnings (loss) per share $ ( 0.24 ) $ 0.55 $ 1.76

Equity Compensation :

7 unchanged sentences

We account for forfeitures in the period in which they occur.

Comprehensive Income :

Comprehensive income consists of net income and other comprehensive income (loss).

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income, but rather are recorded directly in stockholders’ equity.

For the years ended December 31, 2024, 2023, and 2022, comprehensive income consists of net income, foreign currency translation adjustments and change in fair value of interest rate swaps.

The components of accumulated other comprehensive loss reported in the consolidated balance sheets as of December 31, 2024 and 2023, consisted of foreign currency translation adjustment losses of $ 17.4 million and $ 10.0 million, respectively, and losses of $ 1.0 million and gains of $ 0.3 million related to changes in fair value of interest rate swaps, net of tax, respectively.

Comprehensive Income (Loss) :

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are not included in net income (loss), but rather are recorded directly in stockholders’ equity.

For the years ended December 31, 2025, 2024, and 2023, comprehensive income (loss) consists of net income (loss), foreign currency translation adjustments and change in fair value of interest rate swaps.

The components of accumulated other comprehensive loss reported in the consolidated balance sheets as of December 31, 2025 and 2024, consisted of foreign currency translation adjustment losses of $ 13.2 million and $ 17.4 million, respectively, and losses of $ 2.9 million and losses of $ 1.0 million related to changes in fair value of interest rate swaps, net of tax, respectively.

New Accounting Pronouncements Adopted:

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07 Segment Reporting (Topic 280):

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

On December 31, 2024, we adopted ASU 2023-07 using a retrospective approach.

Adoption of the standard enhanced our reportable segment disclosures, see Note 13 – Segment Information, but did not impact our results of operations, cash flows, and financial condition.

Recently Issued Accounting Pronouncements, Not Yet Effective:

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

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

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

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.

On December 31, 2025, we adopted ASU 2023-09 using a prospective approach.

Adoption of the standard enhanced our income tax disclosures, see Note 10 – Income Taxes, but did not impact our results of operations, cash flows, and financial condition.

Recently Issued Accounting Pronouncements, Not Yet Effective:

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.

(2) BUSINESS ACQUISITIONS

2022 Business Acquisitions

On November 5, 2022, we acquired 100 % of the equity interests in Reed Transport Services, Inc.

and RTS-TMS, Inc., doing business as ReedTMS Logistics (“ReedTMS”), for a final purchase price of $ 108.6 million after including the impacts of working capital adjustments, cash acquired, net present value of future insurance payments, and contingent consideration, also referred to as earnout.

We financed the transaction through existing credit facilities.

The contingent earnout period related to the ReedTMS acquisition ended on December 31, 2023 and resulted in an additional cash payment of $ 1.5 million based on the achievement level of certain financial performance goals.

This payment resulted in a $ 2.7 million net favorable change to the contingent earnout liability, which was recorded in other operating expenses on the consolidated statements of income for the year ended December 31, 2023.

ReedTMS is an asset-light logistics provider and dedicated truckload carrier that offers a comprehensive suite of freight brokerage and truckload solutions to a diverse customer base.

The results of operations for ReedTMS are included in our consolidated financial statements beginning November 5, 2022.

Freight brokerage and truckload revenues generated by ReedTMS are reported in our Werner Logistics segment and in Dedicated within our Truckload Transportation Services (“TTS”) segment, respectively.

We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 0.7 million for the year ended December 31, 2022, which is included in other operating expenses on the consolidated statements of income.

On October 1, 2022, we acquired 100 % of the equity interests in FAB9, Inc., doing business as Baylor Trucking, Inc.

(“Baylor”), for a final purchase price of $ 89.0 million after including the impacts of working capital adjustments, cash acquired, and contingent consideration.

We financed the transaction through existing credit facilities.

The contingent consideration arrangement requires us to pay the former owner of Baylor an additional amount in cash if Baylor achieves certain performance financial goals over a three-year period beginning on November 1, 2022.

The potential undiscounted future contingent earnout payment that we could be required to make is between $ 0 and $ 15.0 million.

Baylor operates in the east central and south central United States.

The results of operations for Baylor are included in our consolidated financial statements beginning October 1, 2022.

Revenues generated by Baylor are reported in One-Way Truckload within our TTS segment.

We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 0.4 million for the year ended December 31, 2022, which is included in other operating expenses on the consolidated statements of income.

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.

In November 2025, the FASB issued ASU 2025-09 Derivatives and Hedging (Topic 815) , which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues airing from the global reference rate reform initiative.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments in this update require an entity to apply the new guidance using a prospective approach.

We plan to adopt this ASU for our fiscal year beginning January 1, 2027 using a prospective approach.

Although we are evaluating the impact of adopting ASU 2025-09 on our results of operations, cash flows, and financial position, we do not expect a material effect upon adoption.

Revenue Recognition

14 unchanged sentences

Mexico 120,380 147,761 159,170

Other 28,313 35,124 47,064

Canada 14,243 28,313 35,124

Total revenues $ 2,974,396 $ 3,030,258 $ 3,283,499

3 unchanged sentences

We generate nearly all of our revenues by transporting truckload freight shipments for our customers.

Transportation services are carried out by our TTS segment and our Werner Logistics segment.

Transportation services are carried out by our Truckload Transportation Services (“TTS”) segment and our Werner Logistics segment.

The TTS segment utilizes company-owned and independent contractor trucks to deliver shipments, while our Werner Logistics segment uses third-party capacity providers.

4 unchanged sentences

We often provide additional or ancillary services as part of the shipment (such as loading/unloading and stops in transit) which are not distinct or are not material in the context of the contract;

therefore, the revenues for these services are recognized with the freight transaction price.

therefore, the revenues for these services are recognized with the freight transaction

The average transit time to complete a shipment is approximately 3 days.

28 unchanged sentences

During 2025, 2024, and 2023, revenues recognized from performance obligations related to prior periods (for example, due to changes in transaction price) were not material.

(3) ASSETS HELD FOR SALE

Assets held for sale consist of tractor and trailers removed from service and held for sale.

These assets held for sale are recorded at the lower of carrying amount or fair value less cost to sell, and are expected to be sold within the next 12 months.

The entire $ 32.6 million recorded in assets held for sale at December 31, 2025 is comprised of revenue equipment.

Net gains or losses on disposals, including disposals of property and equipment classified as assets held for sale, are recorded in restructuring and impairment on the consolidated statements of income.

During 2025, we incurred impairment losses of $ 14.4 million related to certain tractors and trailers as a result of a restructuring of our One-Way Truckload operating segment.

During 2024 and 2023, the Company did not recognize impairment losses related to assets held for sale.

(4) GOODWILL AND INTANGIBLE ASSETS

1 unchanged sentence

TTS Werner Logistics Total

Balance as of December 31, 2022 $ 53,897 $ 78,820 $ 132,717

Purchase accounting adjustments (1)

( 7,841 ) 4,228 ( 3,613 )

Balance as of December 31, 2023 $ 46,056 $ 83,048 $ 129,104

Balance as of December 31, 2024 $ 46,056 $ 83,048 $ 129,104

(1) The purchase accounting adjustments consist of post-closing adjustments related to net assets assumed in the acquisition of ReedTMS.

Balance as of December 31, 2025 and 2024 $ 46,056 $ 83,048 $ 129,104

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

4 unchanged sentences

Customer relationships (1)

$ 60,000 $ ( 20,939 ) $ 39,061 $ 80,200 $ ( 22,009 ) $ 58,191

Trade names (1)

7,600 ( 2,058 ) 5,542 24,600 ( 6,384 ) 18,216

Total intangible assets $ 67,600 $ ( 22,997 ) $ 44,603 $ 104,800 $ ( 28,393 ) $ 76,407

(1) During 2025, as a result of a restructuring of our One-Way Truckload operating segment, we recorded net impairment charges of $ 11.1 million and $ 10.6 million related to certain customer relationships and trade names, respectively.

These charges were recorded in restructuring and impairment on the consolidated statements of income.

See Note 13 – Restructuring and Impairment Costs for further information regarding these impairment charges.

Amortization expense on intangible assets was $ 10.1 million, $ 10.1 million, and $ 10.3 million for the years ended December 31, 2025, 2024, and 2023, respectively, and is reported in depreciation and amortization on the consolidated statements of income.

As of December 31, 2024, the estimated future amortization expense for intangible assets by year is as follows (in thousands):

2025 $ 10,070

As of December 31, 2025, we estimate future amortization expense for intangible assets by year is as follows (in thousands):

Thereafter (to 2034) 11,438

22 unchanged sentences

Present value of operating lease liabilities $ 41,921

During the years ended December 31, 2024, 2023, and 2022, right-of-use assets of $ 26.1 million, $ 4.7 million, and $ 14.7 million, respectively, were recognized as non-cash asset additions that resulted from new operating lease liabilities, and we acquired right-of-use assets of $ 8.3 million as a result of our business acquisitions during the year ended December 31, 2022.

During the years ended December 31, 2025, 2024, and 2023, right-of-use assets of $ 6.1 million, $ 26.1 million, and $ 4.7 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 $ 17.8 million, $ 12.1 million, and $ 11.1 million during the years ended December 31, 2025, 2024, and 2023, respectively, and are included in operating cash flows.

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

Revenues for the years ended December 31, 2024, 2023, and 2022 were $ 9.6 million, $ 10.9 million, and

$ 10.7 million, respectively.

Revenues for the years ended December 31, 2025, 2024, and 2023 were $ 11.9 million, $ 9.6 million, and $ 10.9 million, respectively.

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

1 unchanged sentence

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

As of December 31, 2024 and 2023, the gross carrying value of such revenue equipment underlying these leases was $ 61.8 million and $ 62.2 million, respectively, and accumulated depreciation was $ 26.7 million and $ 29.7 million, respectively.

As of December 31, 2025 and 2024, the gross carrying value of such revenue equipment underlying these leases was $ 72.5 million and $ 61.8 million, respectively,

and accumulated depreciation was $ 32.0 million and $ 26.7 million, respectively.

Depreciation expense for these assets was $ 8.6 million, $ 7.4 million, and $ 8.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

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Value Hierarchy 2025 2024

Other current assets:

Pay-fixed interest rate swaps (1)

2 $ — $ 2,261

Other non-current assets:

Pay-fixed interest rate swaps (1)

2 $ — $ 1,162

Equity securities (2)

Total other non-current assets $ 73 $ 1,303

Total assets at fair value $ 1,303 $ 2,571

Other current liabilities:

Pay-fixed interest rate swaps (1)

2 $ 465 $ 134

Other long-term liabilities:

1 unchanged sentence

2 3,361 2,420

Contingent consideration associated with acquisitions 3 9,315 8,896

Contingent consideration associated with acquisition 3 — 9,315

Total other long-term liabilities 3,361 11,735

5 unchanged sentences

For additional information regarding the valuation of this equity security, see Note 7 – Investments.

The following table presents changes in the fair value of our contingent earnout liabilities for the years ended December 31, 2024 and 2023 (in thousands):

The following table presents changes in the fair value of our contingent earnout liability for the years ended December 31, 2025 and 2024 (in thousands):

Balance as of December 31, 2023 $ 8,896

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

Payment for contingent consideration (2)

Change in fair value 419

Balance as of December 31, 2024 9,315

Payment for contingent consideration (1)

Change in fair value (2)

Balance as of December 31, 2025 $ —

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

(2) The contingent earnout period related to the ReedTMS acquisition ended on December 31, 2023 and resulted in an additional cash payment, as certain financial performance goals were achieved.

(3) Includes a net favorable change of $ 2.7 million to the contingent earnout liability related to the ReedTMS acquisition for the year ended December 31, 2023.

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

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

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

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

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

contingent consideration arrangement in April 2025.

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

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

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

2 unchanged sentences

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

(the “Autotech Fund”) is accounted for under ASC 323, “ Investments - Equity Method and Joint Ventures .” For additional information regarding the valuation of these investments, see Note 7 – Investments.

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

For additional information regarding the valuation of these investments, see Note 7 – 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 fixed-rate debt not measured at fair value on a recurring basis was $ 88.8 million as of December 31, 2023.

We had no fixed-rate debt outstanding as of December 31, 2024.

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

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

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

(7) INVESTMENTS

11 unchanged sentences

$ — $ 8,099 $ —

(1) During 2024 and 2022, investments by third parties resulted in the remeasurements of our investment in MLSI.

Our updated investment values were based upon the prices paid by third parties.

(1) During 2024, investments by third parties resulted in the remeasurement of our investment in MLSI.

Our updated investment value was based upon the prices paid by third parties.

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

1 unchanged sentence

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 balance sheets.

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

As of December 31, 2025 and 2024, the

value of this investment was $ 0.1 million.

For additional information regarding the fair value of this equity investment, see Note 6 – Fair Value.

2 unchanged sentences

2025 2024 2023

Loss on investments in equity securities, net $ 169 $ 278 $ 16,443

Portion of net unrealized loss for the period related to equity securities still held at the reporting date $ 169 $ 270 $ 16,443

Loss on investments in equity securities $ 68 $ 169 $ 278

Equity Method Investment

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

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

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

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

As of December 31, 2025 and 2024, the value of our investment in the Autotech Fund was $ 11.7 million and $ 6.7 million, respectively, and is recorded in other noncurrent assets on the consolidated balance sheets.

The carrying amount of the Autotech Fund as of December 31, 2024 approximates its fair value as of September 30, 2024, as this is

the most recent information available to us at this time.

The carrying amount of the Autotech Fund as of December 31, 2025 was updated using operating results through September 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):

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2025 2024 2023

Capital contributions $ 3,820 $ 3,385 N/A

Loss (earnings) from equity method investment $ ( 556 ) $ 1,046 N/A

Capital contributions $ 4,360 $ 3,820 $ 3,385

Loss (earnings) from equity method investment $ ( 656 ) $ ( 556 ) $ 1,046

As of December 31, 2025, our cumulative capital contributions in the Autotech Fund were $ 11.6 million.

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

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

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

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

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

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

For additional information regarding the valuation of our interest rate swaps, see Note 6 – Fair Value.

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

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

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

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

As of December 31, 2024 and 2023, our outstanding debt totaled $ 650.0 million and $ 648.8 million, respectively.

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.

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 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.

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 December 31, 2025, we were in compliance with these covenants.

The following table presents total debt (in thousands):

Current portion of long-term debt

2022 Credit Agreement

Long-term debt, net of current portion

2022 Credit Agreement (1)

427,000 630,000

LSA (weighted average interest rate of 4.77 % at December 31, 2025)

Total long-term debt, net of current portion

752,000 630,000

$ 752,000 $ 650,000

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

• $ 295.0 million at a variable interest rate of 6.12 %;

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

• $ 52.0 million at a weighted average variable interest rate of 5.56 %;

• $ 90.0 million which is effectively fixed at 6.24 % with interest rate swap agreements through July 2026;

2 unchanged sentences

• $ 75.0 million which is effectively fixed at 5.26 % with an interest rate swap agreement through August 2028;

Our total available borrowing capacity under the 2022 Credit Agreement was $ 419.1 million as of December 31, 2024, after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

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

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 December 31, 2024, we were in compliance with these covenants.

At December 31, 2024, the aggregate future maturities of long-term debt by year are as follows (in thousands):

2025 $ 20,000

• $ 60.0 million which is effectively fixed at 5.27 % with interest rate swap agreements through July 2028.

Our total available borrowing capacity was $ 642.1 million as of December 31, 2025, consisting of $ 642.1 million under the 2022 Credit Agreement after considering $ 5.9 million in stand-by letters of credit under which we are obligated.

As of December 31, 2025, no borrowing capacity was available under the LSA.

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

Borrowing base, based on eligible receivables

$ 325,000 N/A

outstanding borrowings

( 325,000 ) N/A

Availability under LSA

For additional information regarding the fair value of our debt and interest rate swaps, see Note 6 – Fair Value.

For information regarding debt activity subsequent to December 31, 2025, see Note 15 – Subsequent Events.

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

Total $ 752,000

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State ( 2,260 ) ( 3,106 ) ( 1,866 )

Foreign 2,937 3,395 5,212

( 2,705 ) ( 50,200 ) 8,153

Total income tax expense $ 2,209 $ 8,912 $ 35,491

The effective income tax rate differs from the federal corporate tax rate of 21% in 2024, 2023, and 2022 as follows (in thousands):

Years Ended December 31,

The following table presents the updated requirements of ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , for the year ended December 31, 2025, which requires additional information about cash paid for income taxes disaggregated by jurisdiction (in thousands):

Year Ended December 31, 2025

Federal $ 35,004

Total cash paid for income taxes $ 38,586

Cash paid for income taxes in prior periods is presented as a supplemental disclosure in the consolidated statements of cash flows.

The following table presents the updated requirements of ASU 2023-09 for the year ended December 31, 2025, reconciling the federal statutory income tax rate with our effective income tax rate (in thousands):

Year Ended December 31, 2025

Tax at statutory rate $ ( 4,366 ) 21.00 %

State income taxes, net of federal (national) income tax effect (1)

( 1,006 ) 4.84 %

Foreign tax effects

Statutory tax rate difference between Mexico and United States 756 ( 3.63 ) %

Other 988 ( 4.75 ) %

Other countries 37 ( 0.18 ) %

Effect of cross-border tax laws 45 ( 0.21 ) %

Foreign tax credit ( 1,779 ) 8.56 %

Work opportunity tax credit ( 1,600 ) 7.69 %

Research and development tax credit ( 360 ) 1.73 %

Other credits ( 54 ) 0.26 %

Nontaxable or nondeductible items

Equity earnings 1,790 ( 8.61 ) %

Stock compensation 476 ( 2.29 ) %

Nondeductible compensation 804 ( 3.87 ) %

Meals and entertainment 931 ( 4.48 ) %

Other non taxable or nondeductible items 206 ( 0.99 ) %

Changes in unrecognized benefits 432 ( 2.08 ) %

Other adjustments

Change in deferred tax assets/liabilities 4,909 ( 23.62 ) %

Effective tax rate $ 2,209 ( 10.63 ) %

(1) During the year ended December 31, 2025, state taxes in Texas, Louisiana, Oklahoma, Alabama, and Missouri made up the majority (greater than 50%) of the tax effect in this category.

As previously disclosed for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09, the following table reconciles the federal statutory income tax with our effective income tax (in thousands):

Years Ended December 31,

Tax at statutory rate $ 8,921 $ 31,034

7 unchanged sentences

Allowance for uncollectible accounts 2,158 1,918

Foreign tax credit carryforward 5,015 2,770

Operating lease liabilities 10,555 12,484

State net operating losses 4,910 446

Valuation allowance (State net operating losses) ( 1,440 ) —

Other 1,707 373

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Deferred income tax assets are more likely than not to be realized as a result of the reversal of deferred income tax liabilities.

We recognized a $ 14 thousand decrease, a $ 201 thousand decrease, and a $ 54 thousand increase in the net liability for unrecognized tax benefits for the years ended December 31, 2024, 2023, and 2022, respectively.

We recognized net interest expense of $ 129 thousand, $ 70 thousand, and $ 42 thousand during 2024, 2023, and 2022, respectively.

As of December 31, 2025, we had $ 5.0 million of foreign tax credit carryforwards subject to expiration of $ 0.7 million in 2033, $ 2.0 million in 2034, and $ 2.3 million in 2035.

We also had $ 4.9 million of state net operating loss carryforwards subject to expiration from 2035 to 2045.

We recognized a $ 2.7 million increase, a $ 14 thousand decrease, and a $ 0.2 million decrease in the net liability for unrecognized tax benefits for the years ended December 31, 2025, 2024, and 2023, respectively.

We recognized net interest expense of $ 0.6 million, $ 0.1 million, and $ 0.1 million during 2025, 2024, and 2023, respectively.

If recognized, $ 3.7 million, $ 1.5 million, and $ 1.7 million of unrecognized tax benefits as of December 31, 2025, 2024 and 2023, respectively, would impact our effective tax rate.

Interest of $ 0.7 million as of December 31, 2024 and $ 0.5 million as of December 31, 2023 has been reflected as a component of the total liability.

We expect no other significant increases or decreases for uncertain tax positions during the next 12 months.

Interest of $ 1.3 million, $ 0.7 million, and $ 0.5 million has been reflected as a component of the total liability as of December 31, 2025 and 2024 and 2023, respectively.

The reconciliations of beginning and ending gross balances of unrecognized tax benefits are shown below (in thousands):

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Nonvested at end of period 316 38.35

The 2024 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to cumulative diluted earnings per share for the two-year period from January 1, 2024 to December 31, 2025.

Shares earned based on cumulative diluted earnings per share may increase or decrease by 25 % based on the Company’s total shareholder return during the three-year period ended December 31, 2026, relative to the total shareholder return of a peer group of companies for the same period.

The 2025 performance awards are earned based upon the level of attainment by the Company of specified performance objectives related to year-over-year diluted earnings per share for the three-year period from January 1, 2025 to December 31, 2027.

Shares earned based on year-over-year diluted earnings per share may increase or decrease by 25 % based on the Company’s total shareholder return during the three-year period ended December 31, 2027, relative to the total shareholder return of a peer group of companies for the same period.

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The 2025 and 2024 performance awards will vest in one installment on the third anniversary from the respective grant dates.

In January 2025, the Compensation Committee

determined the 2022 fiscal year performance objectives were below threshold, thus resulting in no payout.

In February 2026, the Compensation Committee determined the 2023 fiscal year performance objectives were below threshold, thus resulting in no payout.

The unearned shares are included in the forfeited shares in the activity table above.

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Associates are eligible to participate in the 401(k) Plan if they have been continuously employed with us or one of our subsidiaries for six months or more.

We match a portion of each associate’s 401(k) Plan elective deferrals.

We may match a portion of each associate’s 401(k) Plan elective deferrals, but we are not required to.

There was no match on associate’s 401(k) Plan elective deferrals during 2025.

Salaries, wages and benefits expense in the accompanying consolidated statements of income includes our 401(k) Plan contributions and administrative expenses, which were as follows (in thousands):

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Under the terms of the New Excess Plan, participants may elect to defer compensation on a pre-tax basis and participants under the Former Excess Plan also had that ability prior to the date such Former Excess Plan was frozen.

At December 31, 2024, there were 47 participants in the Former Excess Plan.

At December 31, 2025, there were 52 participants in the New Excess Plan.

Although our current intention is not to do so, we may also make matching credits and/or profit-sharing credits to participants’ New Excess Plan accounts as we so determine each year.

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

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

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

As a result of this jury verdict, the Company had recorded a liability of $ 44.4 million and $ 39.8 million as of December 31, 2024 and 2023, respectively.

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

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.

1 unchanged sentence

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

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

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

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

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

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 in June 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 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.

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, 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 balance sheet as of December 31, 2025, and as an expense in salaries, wages and benefits on the consolidated statements of income for the year ended December 31, 2025.

(13) RESTRUCTURING AND IMPAIRMENT COSTS

In the fourth quarter of 2025, we recognized expense of $ 44.2 million in restructuring and impairment on the consolidated statements of income.

During the fourth quarter 2025, we began to incur costs in connection with the strategic restructuring of our One-Way Truckload business to enhance long-term profitability and fleet utilization by maximizing production and mitigating unprofitable freight.

Key steps in this initiative included exiting selective unprofitable regional and short-haul truckload freight, further integrating our one-way acquisition operations, and a further shift in the One-Way Truckload fleet composition toward more specialized, expedited (“Expedited”), and team capacity.

This repositioning is focused on eliminating underperforming business.

The restructuring reflects the necessary steps to rationalize our assets and business model for future margin expansion.

These costs, collectively referred to as “restructuring and impairment costs”, are comprised of $ 21.7 million of impairment on trademark and customer relationship intangible assets, $ 14.4 million of impairment on revenue equipment, $ 6.6 million of other revenue equipment costs, and $ 1.5 million relating to the removal of prepaid expenses, inventory, and other current assets.

These costs are recorded in our One-Way Truckload operating segment within our TTS reportable segment.

There may be changes in previously recorded estimates as assets are sold, payments are made, and further restructuring actions are completed.

All restructuring and impairment activities are expected to be completed by the end of 2026.

The following table summarizes our restructuring and impairment activity during 2025, which is included in other current liabilities on the consolidated balance sheets (in thousands).

Intangible Asset

Impairment Revenue Equipment

Impairment Other Revenue Equipment Costs Current

Balance at December 31, 2024 $ — $ — $ — $ — $ —

Restructuring and impairment provision 21,735 14,360 6,643 1,487 44,225

Charges against provision ( 21,735 ) ( 14,360 ) — ( 1,487 ) ( 37,582 )

Balance at December 31, 2025 $ — $ — $ 6,643 $ — $ 6,643

(14) SEGMENT INFORMATION

We have two reportable segments – Truckload Transportation Services and Werner Logistics.

We have two reportable segments – TTS and Werner Logistics.

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

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(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;

(ii) the 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.

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 operating units.

These three Werner Logistics operating units are as follows:

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

These three Werner Logistics divisions are as follows:

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

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

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

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

The accounting policies of the segments are the same as those described in the summary of significant accounting policies.

The accounting policies of the segments are the same as those described in Note 1 - Summary of Significant Accounting Policies.

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

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Salaries, wages and benefits (3)

901,277 70,845 972,122

Fuel 245,228 1,377 246,605

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Insurance and claims (4)

112,271 3,005 115,276

Depreciation and amortization 262,074 15,805 277,879

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Reportable segment operating expenses 2,035,518 850,187 2,885,705

Reportable segment operating income (loss) $ 75,166 $ ( 881 ) $ 74,285

Reportable segment operating income $ 16,426 $ 6,676 $ 23,102

Reconciliation of operating income:

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Reportable segment operating expenses 2,063,127 832,218 2,895,345

Reportable segment operating income $ 169,330 $ 15,879 $ 185,209

Reportable segment operating income (loss) $ 75,166 $ ( 881 ) $ 74,285

Reconciliation of operating income:

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Inter-segment expenses are included within the amounts shown.

(3) During 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 12 – Commitments and Contingencies.

During 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 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 12 – Commitments and Contingencies.

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

During 2023 and 2022, other segment items for the Logistics segment were partially offset by net favorable changes of $ 2.7 million and $ 2.5 million , respectively, to the contingent earnout liabilities related to the ReedTMS and NEHDS Logistics, LLC acquisitions, respectively.

During 2025 and 2023, other segment items for the TTS and Logistics segments, respectively, were partially offset by net favorable changes of $ 7.8 million and $ 2.7 million, respectively, to the contingent earnout liabilities related to the Baylor Trucking, Inc.

and ReedTMS acquisitions, respectively.

During 2025, the TTS segment incurred legal fees of $ 3.4 million related to the Abarca et al.

Werner litigation discussed above and $ 44.2 million of restructuring and impairment costs, see Note 13 – Restructuring and Impairment Costs.

Information about the geographic areas in which we conduct business is summarized below (in thousands).

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Mexico 120,380 147,761 159,170

Other 28,313 35,124 47,064

Canada 14,243 28,313 35,124

Total foreign countries 134,623 176,074 194,294

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Mexico 20,181 21,165 24,818

Other 74 99 120

Canada 60 74 99

Total foreign countries 20,241 21,239 24,917

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We generate substantially all of our revenues within the United States or from North American shipments with origins or destinations in the United States.

Our largest customer, Dollar General, accounted for 11 % of our total revenues in 2024, 10 % in 2023, and 14 % in 2022.

Our largest customer, Dollar General, accounted for 11 %, 11 %, and 10 % of our total revenues in 2025, 2024, and 2023, respectively.

Revenues generated by Dollar General are reported in both of our reportable operating segments.

(15) SUBSEQUENT EVENTS

On January 27, 2026, we acquired 100 % of the equity interests of First Enterprises, Inc.

("FirstFleet") for $ 245 million, which includes a maximum $ 35 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027.

Under a separate agreement, we also acquired real estate properties from FirstFleet for $ 37.8 million.

We funded these transactions using cash on hand and our existing revolving credit facility.

We also assumed finance leases estimated at $ 57.0 million.

As of January 31, 2026, the total aggregate borrowings outstanding under our revolver and accounts receivable securitization facility was $ 884.6 million.

Including the estimated value of the finance leases assumed, our total debt increased by $ 189.6 million during the month of January 2026 primarily as a result of the acquisition.

We incurred transaction costs related to the acquisition, such as legal and professional fees, of $ 0.4 million for the three months ended December 31, 2025, which is included in other operating expenses on the consolidated statements of income.

FirstFleet, headquartered in Murfreesboro, Tennessee, is a dedicated truckload carrier.

FirstFleet operates approximately 2,400 tractors and 11,000 trailers, with 37 strategically located properties near 130 customer sites around the country.

This acquisition adds scale to our Dedicated operations.

The acquisition will be accounted for as a business combination using the acquisition method of accounting under GAAP.

The results of operations for FirstFleet will be included in our consolidated financial statements, within our Dedicated operating segment, beginning January 27, 2026.

Due to the recent timing of this transaction, the initial accounting for the acquisition is not complete.

As a result, we are currently unable to provide purchase price allocation disclosures based on acquisition date fair values of assets acquired and liabilities assumed, as well as other related information.

We plan to include these disclosures in our Quarterly Report on Form 10-Q for the three months ending March 31, 2026.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

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-K

Item 8. Financial Statements and Supplementary Data