SEC Form 10-Q filed by Werner Enterprises Inc.

11/7/25 4:06:28 PM ET

$WERN

Trucking Freight/Courier Services

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


[Mark			one]
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 0-14690

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

47-0648386

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

Nebraska

68145-0308

(Address of principal executive offices)

(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 31, 2025, 59,830,317 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

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WERNER ENTERPRISES, INC.

INDEX


		PAGE
PART I – FINANCIAL INFORMATION
	Cautionary Note Regarding Forward-Looking Statements	3
Item 1.	Financial Statements:	4
	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Consolidated Condensed Balance Sheets as of September 30, 2025 and December 31, 2024	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	7
	Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the Three and Nine Months Ended September 30, 2025 and 2024	8
	Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2025	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	35
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	35
Item 5.	Other Information	36
Item 6.	Exhibits	37

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PART I

FINANCIAL INFORMATION

Cautionary Note Regarding Forward-Looking Statements:

This Quarterly Report on Form 10-Q contains historical information and forward-looking statements based on information currently available to our management. The forward-looking statements in this report, including those made in Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part I, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These safe harbor provisions encourage reporting companies to provide prospective information to investors. Forward-looking statements can be identified by the use of certain words, such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar terms and language. We believe the forward-looking statements are reasonable based on currently available information. However, forward-looking statements involve risks, uncertainties and assumptions, whether known or unknown, that could cause our actual results, business, financial condition and cash flows to differ materially from those anticipated in the forward-looking statements. A discussion of important factors relating to forward-looking statements is included in Part I, Item 1A (Risk Factors) of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Form 10-K”). Readers should not unduly rely on the forward-looking statements included in this Form 10-Q because such statements speak only to the date they were made. Unless otherwise required by applicable securities laws, we undertake no obligation or duty to update or revise any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events.

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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).

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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).

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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).

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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).

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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).

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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).

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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

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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. At September 30, 2025 and December 31, 2024, the balance of 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

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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		%

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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

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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.

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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.

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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

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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.

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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,

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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.

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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)

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	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

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	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

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	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

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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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) summarizes the financial statements from management’s perspective with respect to our financial condition, results of operations, liquidity and other factors that may affect actual results. The MD&A is organized in the following sections:

•Overview

•Results of Operations

•Liquidity and Capital Resources

•Regulations

•Critical Accounting Estimates

The MD&A should be read in conjunction with our 2024 Form 10-K.

Overview:

We have two reportable segments, TTS and Werner Logistics, and we operate in the truckload and logistics sectors of the transportation industry. In the truckload sector, we focus on transporting consumer nondurable products that generally ship more consistently throughout the year. In the logistics sector, besides managing transportation requirements for individual customers, we provide additional sources of truck capacity, alternative modes of transportation, a North American delivery network and systems analysis to optimize transportation needs. Our success depends on our ability to efficiently and effectively manage our resources in the delivery of truckload transportation and logistics services to our customers. Resource requirements vary with customer demand, which may be subject to seasonal or general economic conditions. Our ability to adapt to changes in customer transportation requirements is essential to efficiently deploy resources and make capital investments in tractors and trailers (with respect to our TTS segment) or obtain qualified third-party capacity at a reasonable price (with respect to our Werner Logistics segment). We may also be affected by our customers’ financial failures or loss of customer business.

Revenues for the operating segments (Dedicated and One-Way Truckload) within our TTS reportable segment are typically generated on a per-mile basis and also include revenues such as stop charges, loading and unloading charges, equipment detention charges and equipment repositioning charges. To mitigate our risk to fuel price increases, we recover additional fuel surcharge revenues from our customers that generally recoup a majority of the increased fuel costs; however, we cannot assure that current recovery levels will continue in future periods. Because fuel surcharge revenues fluctuate in response to changes in fuel costs, we identify them separately and exclude them from the statistical calculations to provide a more meaningful comparison between periods. The key statistics used to evaluate trucking revenues, net of fuel surcharge, are (i) average revenues per tractor per week, (ii) One-Way Truckload average revenues per total mile, (iii) average percentage of empty miles (miles without trailer cargo), (iv) average trip length (in loaded miles) and (v) average number of tractors in service. General economic conditions, seasonal trucking industry freight patterns and industry capacity are important factors that impact these statistics. Our TTS segment also generates a small amount of revenues categorized as non-trucking revenues, which consist primarily of the intra-Mexico portion of cross-border shipments delivered to or from Mexico where the TTS segment utilizes a third-party capacity provider. We exclude such revenues from the statistical calculations.

Our most significant resource requirements are company drivers, independent contractors, tractors, and trailers with respect to our TTS segment and qualified third-party capacity providers with respect to our Werner Logistics segment. Independent contractors supply their own tractors and drivers and are responsible for their operating expenses. Our financial results are affected by company driver and independent contractor availability and the markets for new and used revenue equipment. We are self-insured for a significant portion of bodily injury, property damage and cargo claims; workers’ compensation claims; and associate health claims (supplemented by premium-based insurance coverage above certain dollar levels). For that reason, our financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance coverage costs to protect against catastrophic losses.

The operating ratio is a common industry measure used to evaluate our profitability and that of our TTS segment operating fleets. The operating ratio consists of operating expenses expressed as a percentage of operating revenues. The most significant

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variable expenses that impact the TTS segment are driver salaries and benefits, fuel, fuel taxes (included in taxes and licenses expense), payments to independent contractors (included in rent and purchased transportation expense), supplies and maintenance and insurance and claims. As discussed further in the comparison of operating results for third quarter 2025 to third quarter 2024, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods. These issues include shortages of drivers or independent contractors, changing fuel prices, changing used truck and trailer pricing, compliance with new or proposed regulations and tightening of the commercial truck liability insurance market. Our main fixed costs include depreciation expense for tractors and trailers and non-driver salaries, wages and benefits. The TTS segment requires substantial cash expenditures for tractor and trailer purchases. We fund these purchases with net cash from operations and financing available under our existing credit facilities, as management deems necessary.

We provide non-trucking services primarily through the three divisions within our Werner Logistics segment (Truckload Logistics, Intermodal, and Final Mile). Unlike our TTS segment, the Werner Logistics segment is less asset-intensive and is instead dependent upon qualified associates, information systems and qualified third-party capacity providers. The largest expense item related to the Werner Logistics segment is the cost of purchased transportation we pay to third-party capacity providers. This expense item is recorded as rent and purchased transportation expense. Other operating expenses consist primarily of salaries, wages and benefits, as well as depreciation and amortization, supplies and maintenance, and other general expenses. We evaluate the Werner Logistics segment’s financial performance by reviewing operating expenses and operating income expressed as a percentage of revenues. Purchased transportation expenses as a percentage of revenues can be impacted by the rates charged to customers and the costs of securing third-party capacity. We have a mix of contracted long-term rates and variable rates for the cost of third-party capacity, and we cannot assure that our operating results will not be adversely impacted in the future if our ability to obtain qualified third-party capacity providers changes or the rates of such providers increase.

Results of Operations:

The following table sets forth the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.


	Three Months Ended (3ME) September 30,						Nine Months Ended (9ME) September 30,						Percentage Change in Dollar Amounts
	2025			2024			2025			2024			3ME	9ME
(in thousands)	$		%	$		%	$		%	$		%	%	%
Operating revenues	$	771,499	100.0	$	745,701	100.0	$	2,236,761	100.0	$	2,275,579	100.0	3.5	(1.7)
Operating expenses:
Salaries, wages and benefits	268,720		34.8	258,335		34.6	762,396		34.1	783,492		34.4	4.0	(2.7)
Fuel	64,059		8.3	64,886		8.7	187,552		8.4	214,506		9.4	(1.3)	(12.6)
Supplies and maintenance	65,496		8.5	61,548		8.2	187,796		8.4	185,311		8.2	6.4	1.3
Taxes and licenses	23,189		3.0	23,565		3.2	68,633		3.1	74,223		3.3	(1.6)	(7.5)
Insurance and claims	38,060		4.9	27,678		3.7	75,024		3.4	95,937		4.2	37.5	(21.8)
Depreciation and amortization	72,184		9.4	71,584		9.6	212,990		9.5	218,526		9.6	0.8	(2.5)
Rent and purchased transportation	243,115		31.5	211,667		28.4	677,537		30.3	626,009		27.5	14.9	8.2
Communications and utilities	3,967		0.5	4,186		0.6	12,054		0.5	13,019		0.6	(5.2)	(7.4)
Other	5,730		0.8	4,657		0.6	5,311		0.2	11,762		0.5	23.0	(54.8)
Total operating expenses	784,520		101.7	728,106		97.6	2,189,293		97.9	2,222,785		97.7	7.7	(1.5)
Operating income (loss)	(13,021)		(1.7)	17,595		2.4	47,468		2.1	52,794		2.3	(174.0)	(10.1)
Total other expense, net	8,884		1.1	9,051		1.2	23,671		1.0	22,804		1.0	(1.8)	3.8
Income (loss) before income taxes	(21,905)		(2.8)	8,544		1.2	23,797		1.1	29,990		1.3	(356.4)	(20.7)
Income tax expense (benefit)	(822)		(0.1)	2,004		0.3	11,479		0.5	8,002		0.3	(141.0)	43.5
Net income (loss)	(21,083)		(2.7)	6,540		0.9	12,318		0.6	21,988		1.0	(422.4)	(44.0)
Net loss attributable to noncontrolling interest	508		—	25		—	1,071		—	354		—	1,932.0	202.5
Net income (loss) attributable to Werner	$	(20,575)	(2.7)	$	6,565	0.9	$	13,389	0.6	$	22,342	1.0	(413.4)	(40.1)

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The following tables set forth the operating revenues, operating expenses and operating income (loss) for the TTS segment and certain statistical data regarding our TTS segment operations, as well as statistical data for One-Way Truckload and Dedicated operations within TTS.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
TTS segment (in thousands)	$		%	$		%	$		%	$		%
Trucking revenues, net of fuel surcharge	$	451,960		$	449,864		$	1,335,936		$	1,377,883
Trucking fuel surcharge revenues	59,456			62,749			172,297			205,698
Non-trucking and other operating revenues	8,370			10,190			31,075			27,417
Operating revenues	519,786		100.0	522,803		100.0	1,539,308		100.0	1,610,998		100.0
Operating expenses	533,618		102.7	501,196		95.9	1,489,967		96.8	1,547,553		96.1
Operating income (loss)	$	(13,832)	(2.7)	$	21,607	4.1	$	49,341	3.2	$	63,445	3.9


	Three Months Ended September 30,								Nine Months Ended September 30,
TTS segment	2025			2024			% Change		2025			2024			% Change
Average tractors in service	7,503			7,414			1.2	%	7,469			7,660			(2.5)	%
Average revenues per tractor per week (1)	$	4,633		$	4,667		(0.7)	%	$	4,585		$	4,612		(0.6)	%
Total tractors (at quarter end)
Company	7,120			7,155			(0.5)	%	7,120			7,155			(0.5)	%
Independent contractor	325			290			12.1	%	325			290			12.1	%
Total tractors	7,445			7,445			—	%	7,445			7,445			—	%
Total trailers (at quarter end)	24,625			25,860			(4.8)	%	24,625			25,860			(4.8)	%
One-Way Truckload
Trucking revenues, net of fuel surcharge (in 000’s)	$	159,501		$	164,577		(3.1)	%	$	478,005		$	502,697		(4.9)	%
Average tractors in service	2,638			2,605			1.3	%	2,635			2,707			(2.7)	%
Total tractors (at quarter end)	2,480			2,540			(2.4)	%	2,480			2,540			(2.4)	%
Average percentage of empty miles	15.65		%	15.33		%	2.1	%	15.72		%	14.98		%	4.9	%
Average revenues per tractor per week (1)	$	4,649		$	4,860		(4.3)	%	$	4,650		$	4,763		(2.4)	%
Average % change in revenues per total mile (1)	0.4		%	0.3		%			1.2		%	(1.2)		%
Average % change in total miles per tractor per week	(4.7)		%	6.6		%			(3.5)		%	5.9		%
Average completed trip length in miles (loaded)	558			578			(3.5)	%	572			586			(2.4)	%
Dedicated
Trucking revenues, net of fuel surcharge (in 000’s)	$	292,459		$	285,287		2.5	%	$	857,931		$	875,186		(2.0)	%
Average tractors in service	4,865			4,809			1.2	%	4,834			4,953			(2.4)	%
Total tractors (at quarter end)	4,965			4,905			1.2	%	4,965			4,905			1.2	%
Average revenues per tractor per week (1)	$	4,624		$	4,563		1.3	%	$	4,549		$	4,531		0.4	%

(1)Net of fuel surcharge revenues.

The following tables set forth the Werner Logistics segment’s revenues, purchased transportation expense, other operating expenses (primarily salaries, wages and benefits expense), total operating expenses, and operating income (loss), as well as certain statistical data regarding the Werner Logistics segment.


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Werner Logistics segment (in thousands)	$		%	$		%	$		%	$		%
Operating revenues	$	232,585	100.0	$	206,774	100.0	$	649,320	100.0	$	618,168	100.0
Operating expenses:
Purchased transportation expense	199,616		85.8	176,205		85.2	555,100		85.5	525,758		85.1
Other operating expenses	29,955		12.9	30,914		15.0	87,353		13.4	94,534		15.2
Total operating expenses	229,571		98.7	207,119		100.2	642,453		98.9	620,292		100.3
Operating income (loss)	$	3,014	1.3	$	(345)	(0.2)	$	6,867	1.1	$	(2,124)	(0.3)


	Three Months Ended September 30,				Nine Months Ended September 30,
Werner Logistics segment	2025	2024	% Change		2025	2024	% Change
Average tractors in service	23	20	15.0	%	24	22	9.1	%
Total tractors (at quarter end)	23	20	15.0	%	23	20	15.0	%
Total trailers (at quarter end)	4,010	3,475	15.4	%	4,010	3,475	15.4	%
Total containers (at quarter end)	375	200	87.5	%	375	200	87.5	%

Three Months Ended September 30, 2025 Compared to Three Months Ended September 30, 2024

Operating Revenues and Operating Profitability

Operating revenues increased 3.5% for the three months ended September 30, 2025, compared to the same period of the prior year. When comparing third quarter 2025 to third quarter 2024, TTS segment revenues decreased $3.0 million, or 0.6%, and Werner Logistics revenues increased $25.8 million, or 12.5%. We had an operating loss of $13.0 million in third quarter 2025 compared to $17.6 million operating income in third quarter 2024, and our operating margin percentage decreased to (1.7)% in third quarter 2025 from 2.4% in third quarter 2024. TTS segment had an operating loss of $13.8 million in third quarter 2025 compared to $21.6 million operating income in third quarter 2024, and its operating margin percentage decreased to (2.7)% in third quarter 2025 from 4.1% in third quarter 2024. Our third quarter 2025 consolidated and TTS segment operating results were negatively impacted by an $18.0 million litigation settlement agreement and $3.4 million of related legal fees. 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. An accrual for this settlement was recorded as of September 30, 2025. The settlement is subject to court approval (see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding legal proceedings). Werner Logistics had operating income $3.0 million in third quarter 2025 compared to an operating loss of $0.3 million in third quarter 2024, and its operating margin percentage increased to 1.3% in third quarter 2025 from (0.2)% in third quarter 2024. The increase in Werner Logistics operating margin was pressured during third quarter 2025, as the conclusion of higher margin project work was replaced with contractual business.

Dedicated retention and pipeline remains strong, as we are continuing to see steady momentum in adding new business. Overall demand was below normal seasonality for most of the third quarter 2025, however we did see improvement in One-Way Truckload demand through September and October 2025. The 2025 peak season shipments are projected to be lower while 2025 peak revenue per shipment is expected to be flat compared to 2024. Spot freight rates, which have trended positively recently in late September and into October 2025, continue an upward trend which is consistent with normal seasonality. Industry capacity has continued to contract following recent regulatory and enforcement actions related to non-domiciled commercial driver's licenses (“CDLs”), B1 Visas, and English Language Proficiency standards. As challenging operating conditions continue, we are also seeing an increase in bankruptcies in the trucking industry further limiting capacity.

Trucking revenues, net of fuel surcharge, increased 0.5% in third quarter 2025 compared to third quarter 2024 due to a 1.2% increase in the average number of tractors in service. TTS average revenues per tractor per week, net of fuel surcharge, decreased 0.7%, due primarily to a 4.7% decrease in One-Way Truckload average total miles per tractor per week, partially offset by a 0.4% increase in One-Way Truckload revenues per total mile, net of fuel surcharge. One-Way Truckload average tractors in service increased 1.3%. We expect One-Way Truckload fleet average revenues per total mile, net of fuel surcharge, to decrease 1% or increase up to 1% in fourth quarter 2025 compared to fourth quarter 2024. Although One-Way Truckload average total miles per tractor per week decreased in third quarter 2025, we believe this decrease is temporary as One-Way

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Truckload production has been recovering throughout October 2025. Despite inefficiencies from new Dedicated fleet startups during third quarter 2025, Dedicated average revenues per tractor per week, net of fuel surcharge, increased 1.3%. We have observed that it often takes 90 days or more before new fleets meet targeted levels. We expect Dedicated average revenues per tractor per week, net of fuel surcharge, will remain flat or increase up to 1.5% in 2025 compared to 2024.

The average number of tractors in service in the TTS segment increased 1.2% to 7,503 in third quarter 2025 from 7,414 in third quarter 2024. We ended third quarter 2025 and 2024 with 7,445 tractors in the TTS segment, flat year-over-year, and a sequential decrease of 100 tractors compared to the end of the second quarter 2025. Within TTS, Dedicated ended third quarter 2025 with 4,965 tractors (or 67% of our total TTS segment fleet) compared to 4,905 tractors (or 66%) a year ago. We are lowering our expectation for our TTS segment fleet size at the end of 2025 to decrease 2% or remain flat when compared to the fleet size at the end of 2024. Implementations of new fleets in Dedicated remain ongoing, and over the remainder of 2025, One-Way Truckload fleet is expected to further decline. We cannot predict whether future driver shortages, if any, would have a further adverse effect on our fleet size. If such a driver market shortage were to occur, it could result in further fleet size reductions, and our results of operations could be adversely affected.

Trucking fuel surcharge revenues decreased 5.2% to $59.5 million in third quarter 2025 from $62.7 million in third quarter 2024 due primarily to the impact of 7.4 million fewer company tractor miles, partially offset by higher average diesel fuel prices in third quarter 2025. These revenues represent collections from customers for the increase in fuel and fuel-related expenses, including the fuel component of our independent contractor cost (recorded as rent and purchased transportation expense) and fuel taxes (recorded in taxes and licenses expense), when diesel fuel prices rise. Conversely, when fuel prices decrease, fuel surcharge revenues decrease. To lessen the effect of fluctuating fuel prices on our margins, we collect fuel surcharge revenues from our customers for the cost of diesel fuel and taxes in excess of specified base fuel price levels according to terms in our customer contracts. Fuel surcharge rates generally adjust weekly based on an independent U.S. Department of Energy fuel price survey which is released every Monday. Our fuel surcharge programs are designed to (i) recoup higher fuel costs from customers when fuel prices rise and (ii) provide customers with the benefit of lower fuel costs when fuel prices decline. These programs generally enable us to recover a majority, but not all, of the fuel price increases. The remaining portion is generally not recoverable because it results from empty and out-of-route miles (which are not billable to customers) and tractor idle time. 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.

Werner Logistics revenues are generated by its three divisions. Werner Logistics recorded revenue and brokered freight expense of $0.2 million in third quarter 2025 and $3.2 million in third quarter 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation. In third quarter 2025, Werner Logistics revenues increased $25.8 million, or 12.5%, compared to third quarter 2024. Truckload Logistics revenues (75% of total Werner Logistics segment revenues) increased $19.8 million, or 13%, in third quarter 2025, driven by a 12% increase in shipments. The Power Only solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of Truckload Logistics operations in third quarter 2025. Power Only revenues increased 26% while traditional brokerage recorded mid-single digit revenue growth in third quarter 2025 compared to third quarter 2024. Truckload Logistics volume in October has weakened and margins have been pressured as purchased transportation costs have increased. Intermodal revenues (15% of total Werner Logistics segment revenues) increased $6.4 million, or 23%, in third quarter 2025, due to a 22% increase in shipments and relatively stable revenue per shipment. Final Mile revenues (10% of total Werner Logistics segment revenues) decreased $0.3 million, or 1%, in third quarter 2025, but increased 4% sequentially.

Operating Expenses

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 101.7% in third quarter 2025 compared to 97.6% in third quarter 2024. Expense items that impacted the overall operating ratio are described on the following pages. The tables on pages 25 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.

Salaries, wages and benefits increased $10.4 million or 4.0% in third quarter 2025 compared to third quarter 2024 and increased 0.2% as a percentage of operating revenues. The higher dollar amount of salaries, wages and benefits expense in the third quarter of 2025 was due primarily to the impact of an $18.0 million litigation settlement agreement discussed above, partially offset by the impact of 7.4 million fewer company tractor miles and decreased non-driver pay. The $18.0 million litigation settlement is included in our TTS segment. The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees. Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 10% in third quarter 2025 compared to third quarter 2024.

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We renewed our workers’ compensation insurance coverage on April 1, 2025. Our coverage levels are the same as the prior policy year. We continue to maintain a self-insurance retention of $2.0 million per claim. Our workers’ compensation insurance premiums for the policy year beginning April 2025 are $0.1 million lower than the previous policy year.

While we currently believe the driver recruiting and retention market may be less difficult in the near term, a competitive driver market presents labor challenges for customers and carriers alike. Several factors impacting the driver market include a declining number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations. We continue to take significant actions to strengthen our driver recruiting and retention as we strive to be the truckload employer of choice, including competitive driver pay, providing a modern tractor and trailer fleet with the latest safety equipment and technology, investing in our driver training school network and offering a wide variety of driving positions including daily and weekly home time opportunities. We are unable to predict whether we will experience future driver shortages or maintain our current driver retention rates. If such a driver shortage were to occur and driver pay rate increases became necessary to attract and retain drivers, our results of operations would be negatively impacted to the extent that we could not obtain corresponding freight rate increases.

Fuel decreased $0.8 million or 1.3% in third quarter 2025 compared to third quarter 2024 and decreased 0.4% as a percentage of operating revenues, due to the impact of 7.4 million fewer company tractor miles, partially offset by higher average diesel fuel prices in third quarter 2025. Average diesel fuel prices were 5 cents per gallon higher in third quarter 2025 than in third quarter 2024 and were 19 cents per gallon higher than in second quarter 2025.

We continue to employ measures to improve our fuel mpg such as (i) limiting tractor engine idle time by installing auxiliary power units, (ii) optimizing the speed, weight and specifications of our equipment and (iii) implementing mpg-enhancing equipment changes to our fleet including new tractors, more aerodynamic tractor features, idle reduction systems, trailer tire inflation systems, trailer skirts and automated manual transmissions to reduce our fuel gallons purchased. However, fuel savings from mpg improvement is partially offset by higher depreciation expense and the additional cost of diesel exhaust fluid. Although our fuel management programs require significant capital investment and research and development, we intend to continue these and other environmentally conscious initiatives, including our active participation as a U.S. Environmental Protection Agency (“EPA”) SmartWay Transport Partner. The SmartWay Transport Partnership is a national voluntary program developed by the EPA and freight industry representatives to reduce greenhouse gases and air pollution and promote cleaner, more efficient ground freight transportation.

For October 2025, the average diesel fuel price per gallon was 5 cents higher than the average diesel fuel price per gallon in October 2024 and 8 cents higher than in fourth quarter 2024.

Shortages of fuel, increases in fuel prices and petroleum product rationing can have a material adverse effect on our operations and profitability. We are unable to predict whether fuel price levels will increase or decrease in the future or the extent to which fuel surcharges will be collected from customers. As of September 30, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Supplies and maintenance increased $3.9 million or 6.4% in third quarter 2025 compared to third quarter 2024 and increased 0.3% as a percentage of operating revenues. Supplies and maintenance expense increased due primarily to higher costs for tires, tolls, over-the-road trailer maintenance, and driver and placement driver-related costs such as driver advertising and lodging. These increases were partially offset by lower costs for over-the-road tractor maintenance and the impact of 7.4 million fewer company tractor miles in third quarter 2025.

Taxes and licenses decreased $0.4 million or 1.6% in third quarter 2025 compared to third quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes. The decrease in fuel tax expense in the third quarter of 2025 was impacted by 7.4 million fewer company tractor miles.

Insurance and claims increased $10.4 million or 37.5% in third quarter 2025 compared to third quarter 2024 and increased 1.2% as a percentage of operating revenues. We had higher expense for small dollar liability claims, resulting primarily from higher expense for new claims and a lower amount of favorable reserve development. Our expense for large dollar liability claims was also higher, primarily due to a higher amount of unfavorable reserve development, partially offset by lower expense for new claims. The expense for new claims was impacted by increased cost per claim in third quarter 2025 compared to the same period in 2024. We also incurred insurance and claims expense of $1.5 million for third quarter of the prior year for accrued interest related to the adverse jury verdict rendered on May 17, 2018. We continued to accrue pre-tax insurance and claims expense for interest at $0.5 million per month (excluding months where the plaintiffs requested an extension of time to respond to our petition for review) until our appeal was finalized in second quarter 2025. The majority of our insurance and claims expense results from our claim experience and claim development under our self-insurance program; the remainder results from insurance premiums for claims in excess of our self-insured limits. We believe our elevated insurance and claims expense is a

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reflection of the ongoing unprecedented rise in verdicts and litigation settlements across the industry, particularly for larger carriers.

We renewed our liability insurance policies on August 1, 2025, and are responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million. For the policy year that began August 1, 2024, we were responsible for the first $15.0 million per claim on all claims with an annual $7.5 million aggregate for claims between $15.0 million and $20.0 million. We maintain liability insurance coverage with insurance carriers in excess of the $15.0 million per claim. Our liability insurance premiums for the policy year that began August 1, 2025 are slightly higher than premiums for the previous policy year.

Depreciation and amortization expense increased $0.6 million or 0.8% in third quarter 2025 compared to third quarter 2024 and decreased 0.2% as a percentage of operating revenues due primarily to an increase in depreciation of trailers, as we incurred higher costs for recent specialty trailer purchases. The increase was partially offset by a decrease in technology equipment depreciation as we continue to transition to more cloud-based technology solutions.

The average age of our tractor fleet remains low by industry standards and was 2.5 years as of September 30, 2025, and the average age of our trailers was 5.5 years. We are continuing to invest in new tractors and trailers, technology, and our terminal network in 2025 to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs.

Rent and purchased transportation expense increased $31.4 million or 14.9% in third quarter 2025 compared to third quarter 2024, and increased 3.1% as a percentage of operating revenues. Rent and purchased transportation expense consists mostly of payments to third-party capacity providers in the Werner Logistics segment and other non-trucking operations, payments to independent contractors in the TTS segment, and cloud-based technology fees. The payments to third-party capacity providers generally vary depending on changes in the volume of services generated by the Werner Logistics segment. Werner Logistics recorded revenue and brokered freight expense of $0.2 million in third quarter 2025 and $3.2 million in third quarter 2024 for certain shipments performed by the TTS segment (also recorded as trucking revenue by the TTS segment), and these transactions between reporting segments are eliminated in consolidation. Werner Logistics purchased transportation expense increased $23.4 million in third quarter 2025 as a result of higher logistics revenues, and increased to 85.8% as a percentage of Werner Logistics revenues in third quarter 2025 from 85.2% in third quarter 2024.

Rent and purchased transportation expense for the TTS segment increased $3.1 million in third quarter 2025 compared to third quarter 2024 due primarily to more independent contractor miles. Independent contractor miles increased 1.9 million miles in third quarter 2025 and as a percentage of total miles were 6.4% in third quarter 2025 compared to 5.1% in third quarter 2024. Because independent contractors supply their own tractors and drivers and are responsible for their operating expenses, the increase in independent contractor miles as a percentage of total miles shifted costs from other expense categories, including (i) salaries, wages and benefits, (ii) fuel, (iii) depreciation, (iv) supplies and maintenance and (v) taxes and licenses to the rent and purchased transportation category.

Challenging operating conditions continue to make independent contractor recruitment and retention difficult. Such conditions include inflationary cost increases that are the responsibility of independent contractors and a shortage of financing available to independent contractors for equipment purchases. Historically, we have been able to add company tractors and recruit additional company drivers to offset any decrease in the number of independent contractors. If a shortage of independent contractors and company drivers were to occur, increases in per-mile settlement rates (for independent contractors) and driver pay rates (for company drivers) may become necessary to attract and retain these drivers. These increased expenses could negatively affect our results of operations to the extent that we would not be able to obtain corresponding freight rate increases.

Other operating expenses increased $1.1 million in third quarter 2025 compared to third quarter 2024 and increased 0.2% as a percentage of operating revenues due primarily to $3.4 million of legal fees related to the Abarca et al. v. Werner litigation discussed above and increased bad debt expense. These increases were partially offset by higher gains on sales of property and equipment (primarily used tractors and trailers) and decreased costs associated with professional services. Gains on sales of property and equipment are reflected as a reduction of other operating expenses and are reported net of sales-related expenses (which include costs to prepare the equipment for sale). Gains on sales of property and equipment were $4.5 million in third quarter 2025 compared to $2.6 million. We sold fewer tractors and trailers in third quarter 2025 compared to third quarter 2024 and realized much higher average gains per tractor and trailer. Recently, used tractor values have been elevated due largely to tariff uncertainties. We expect used equipment values to remain stable in the near term given manufacturing production constraints and the evolving regulatory environment that will be an incentive towards higher quality used assets, including assets with lower miles and remaining warranties. As a result, we are narrowing our full-year guidance range for gains on our used equipment from a range of $12 million and $18 million to a range of $14 million to $16 million in 2025.

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Other Expense (Income)

Other expense, net of other income, decreased $0.2 million in third quarter 2025 compared to third quarter 2024, due primarily to a $0.7 million decrease in net interest expense, partially offset by a $0.5 million decrease in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments). Net interest expense decreased primarily due to a decrease in average interest rates, partially offset by an increase in average debt outstanding. During the first quarter 2025, we entered into a LSA, which bears interest at a lower rate than the 2022 Credit Agreement (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities and interest rate swaps). We continue to expect net interest expense for full-year 2025 to be flat-to-down compared to 2024, as we start to benefit from lower interest rates under the LSA.

Income Tax Expense (Benefit)

We had an income tax benefit of $0.8 million in third quarter 2025 compared to income tax expense of $2.0 million in third quarter 2024. Our effective income tax rate (income taxes expressed as a percentage of income (loss) before income taxes) decreased to 3.8% in third quarter 2025 compared to 23.5% in third quarter 2024 due primarily to the impact of $4.7 million of unfavorable return to provision adjustments related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico. We estimate our fourth quarter 2025 effective income tax rate to be approximately 26.0% to 27.0%.

Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024

Operating Revenues and Operating Profitability

Operating revenues decreased 1.7% for the first nine months of 2025, compared to the same period of the prior year. When comparing the first nine months of 2025 to the first nine months of 2024, TTS segment revenues decreased $71.7 million, or 4.5%, and Werner Logistics revenues increased $31.2 million, or 5.0%. In the TTS segment, trucking revenues, net of fuel surcharge, decreased $41.9 million, due primarily to a 2.5% decrease in average tractors in service and a 0.6% decrease in average revenues per tractor per week, net of fuel surcharge. TTS segment fuel surcharge revenues for the first nine months 2025 decreased $33.4 million, or 16.2%, when compared to the same period of the prior year due to the impact of 36.9 million fewer company tractor miles and lower average diesel fuel prices. The increase in Werner Logistics revenues was primarily due to higher volumes in Truckload Logistics. We had operating income of $47.5 million for the first nine months of 2025 compared to $52.8 million for the first nine months of 2024, and our operating margin percentage decreased to 2.1% for the first nine months of 2025 from 2.3% for the first nine months of 2024. TTS segment had operating income of $49.3 million for the first nine months of 2025 compared to $63.4 million for the first nine months of 2024, and its operating margin percentage decreased to 3.2% for the first nine months of 2025 from 3.9% for the first nine months of 2024. Our consolidated and TTS segment operating results for the nine months ended September 30, 2025 were positively impacted by a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision related to a lawsuit arising from a December 2014 accident, and a net favorable change of $7.9 million to the contingent earnout liability related to the Baylor Trucking, Inc. acquisition. The Baylor Trucking, Inc. contingent consideration arrangement was finalized through negotiations in April 2025. These positive impacts were partially offset by an $18.0 million settlement agreement and $3.4 million of related legal fees related to the Abarca et al. v. Werner litigation as discussed above. For additional information related to legal proceedings and the contingent consideration arrangement, see Notes 9 and 5, respectively, in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report. Werner Logistics had operating income of $6.9 million for the first nine months of 2025 compared to an operating loss of $2.1 million for the first nine months of 2024, and its operating margin percentage increased to 1.1% for the first nine months of 2025 from (0.3)% for the first nine months of 2024.

Operating Expenses

Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 97.9% for the nine months ended September 30, 2025 and 97.7% for the nine months ended September 30, 2024. Expense items that impacted the overall operating ratio are described on the following pages. The tables on pages 25 through 27 show the consolidated statements of income in dollars and as a percentage of total operating revenues and the percentage increase or decrease in the dollar amounts of those items compared to the same period of the prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.

Salaries, wages and benefits decreased $21.1 million, or 2.7%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.3% as a percentage of operating revenues. The lower dollar amount of salaries, wages and benefits expense in the first nine months of 2025 was due primarily to the impact of 36.9 million fewer company tractor miles and decreased non-driver pay, partially offset by the impact of an $18.0 million litigation settlement agreement discussed above. The $18.0 million litigation settlement is included in our TTS segment. The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees, partially offset by severance expense of $1.3 million from cost saving

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initiatives. Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 12% in the first nine months of 2025 compared to the same period in 2024.

Fuel decreased $27.0 million, or 12.6%, in the first nine months of 2025 compared to the same period in 2024 and decreased 1.0% as a percentage of operating revenues due to lower average diesel fuel prices and 36.9 million fewer company tractor miles in the first nine months of 2025. Average diesel fuel prices were 18 cents per gallon lower in the first nine months of 2025 than in same period in 2024.

Supplies and maintenance increased $2.5 million, or 1.3%, in the first nine months of 2025 compared to the same period in 2024 and increased 0.2% as a percentage of operating revenues. Supplies and maintenance expense increased due primarily to higher costs for tires and advertising, partially offset by lower costs for over-the-road tractor maintenance and the impact of 36.9 million fewer company tractor miles.

Taxes and licenses decreased $5.6 million or 7.5% in first nine months of 2025 compared to the same period in 2024 and decreased 0.2% as a percentage of operating revenues due primarily to lower costs for fuel taxes. The decrease in fuel tax expense in first nine months of 2025 was impacted by 36.9 million fewer company tractor miles.

Insurance and claims decreased $20.9 million, or 21.8%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.8% as a percentage of operating revenues due primarily to the impact of a $45.7 million liability reversal through insurance and claims expense as a result of a favorable decision in second quarter 2025 related to an adverse jury verdict rendered on May 17, 2018 for a December 2014 accident, effectively ending the lawsuit in favor of Werner. For additional information related to this lawsuit, see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report. The favorable impact of the liability reversal was partially offset by higher expense for liability claims. We had higher expense for large dollar liability claims, resulting primarily from higher amount of unfavorable reserve development, partially offset by lower expense for new claims. Our expense for small dollar liability claims was also higher, primarily due to a lower amount of favorable reserve development and higher expense for new claims. The expense for new claims was impacted by decreased cost per claim in first nine months of 2025 compared to the same period in 2024.

Depreciation and amortization expense decreased $5.5 million, or 2.5%, in the first nine months of 2025 compared to the same period in 2024 and decreased 0.1% as a percentage of operating revenues due primarily to decreases in depreciation of tractors as we had fewer average tractors in service, and technology equipment as we continue to transition to more cloud-based technology solutions. These decreases were partially offset by an increase in depreciation for trailers due to higher costs for recent specialty trailers purchases.

Werner Logistics purchased transportation expense increased $29.3 million in the first nine months of 2025 as a result of higher logistics revenues, and increased 0.4% as a percentage of Werner Logistics revenues to 85.5% in the first nine months of 2025 from 85.1% in the same period in 2024. Rent and purchased transportation expense for the TTS segment increased $15.4 million in the first nine months of 2025 compared to the same period in 2024 due primarily to more independent contractor miles, higher technology-related costs, and additional operational facility costs. Independent contractor miles increased 5.4 million miles in the first nine months of 2025 and as a percentage of total miles were 9.0% in the first nine months of 2025 compared to 4.7% in the first nine months of 2024. These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in first nine months of 2025.

Other operating expenses decreased $6.5 million in the first nine months of 2025 compared to the same period in 2024 and decreased 0.3% as a percentage of operating revenues due primarily to the impact of a $7.8 million net favorable change to the contingent earnout liability related to the Baylor Trucking, Inc. acquisition and higher gains on sales of property and equipment (primarily used tractors and trailers), partially offset by legal fees related to the Abarca et al. v. Werner litigation discussed above and increased bad debt expense. Gains on sales of property and equipment were $13.3 million in the first nine months of 2025 compared to $8.8 million, including $1.8 million from the sale of real estate, in the same period in 2024. We sold fewer tractors and trailers in the first nine months of 2025 compared to the same period in 2024 and realized much higher average gains per tractor and trailer, as used equipment values have been elevated due largely to global trade policy.

Other Expense (Income)

Other expense, net of income, increased $0.9 million in the first nine months of 2025 compared to the same period in 2024 due primarily to a $1.7 million increase in net interest expense, partially offset by a $0.8 million increase in the amount of net earnings recognized from our investments (see Note 6 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our investments). Net interest expense increased primarily due to the impact of replacing lower-cost debt and interest rate swaps with higher-cost debt and interest rate swaps upon certain maturities in the second quarter of 2024 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for further information on our debt and interest rate swaps) and an increase in average debt outstanding.

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Income Tax Expense

Income tax expense increased $3.5 million in the first nine months of 2025 compared to the same period in 2024, due primarily to an increase in the effective income tax rate. Our effective income tax rate increased to 48.2% in the first nine months of 2025 compared to 26.7% in the first nine months of 2024 due primarily to the impact of $4.7 million of unfavorable return to provision adjustments related to changes in deferred tax assets and liabilities for certain acquired entities and a subsidiary located in Mexico.

Liquidity and Capital Resources:

We closely manage our liquidity and capital resources. Our liquidity requirements depend on key variables, including the level of investment needed to support business strategies, the performance of the business, capital expenditures, borrowing arrangements, and working capital management. Capital expenditures, business acquisitions, stock repurchases, and dividend payments are components of our cash flow and capital management strategy, which to a large extent, can be adjusted in response to economic and other changes in the business environment. Management’s approach to capital allocation focuses on investing in key priorities that support our business and growth strategies and providing stockholder returns, while funding ongoing operations.

Management believes our financial position at September 30, 2025 is strong. As of September 30, 2025, we had $51.0 million of cash and cash equivalents and $1.4 billion of stockholders’ equity. Cash is invested primarily in short-term money market funds. In addition, we have a maximum borrowing capacity of $1.375 billion under our credit facilities, for which our total available borrowing capacity was $644.1 million as of September 30, 2025 (see Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for information regarding our credit facilities). We believe the six commercial banks in our $1.075 billion syndicated credit facility all have strong tier-one capital ratios and good loan-to-deposit ratios. We believe our liquid assets, cash generated from operating activities, and borrowing capacity under our existing credit facilities will provide sufficient funds to meet our cash requirements and our planned stockholder returns for the foreseeable future.

Item 7 of Part II of our 2024 Form 10-K includes our disclosure of material cash requirements as of December 31, 2024. There were no material changes in the nature of these items during the nine months ended September 30, 2025.

Cash Flows

During the nine months ended September 30, 2025, we generated cash flow from operations of $119.5 million, a 53.8% or $139.2 million decrease in cash flows compared to the same nine-month period a year ago. The decrease in net cash provided by operating activities was due primarily to working capital changes and a decrease in net income for the nine-month period ended September 30, 2025. We were able to make net capital expenditures, make strategic investments, pay dividends, and repurchase company stock with the net cash provided by operating activities, supplemented by borrowings under our existing credit facilities.

Net investing activities used $99.8 million for the nine-month period ended September 30, 2025, and $206.5 million during the same period in 2024. Net property and equipment additions (primarily revenue equipment) were $93.3 million for the nine-month period ended September 30, 2025, compared to $206.1 million during the same period of 2024. We currently estimate net capital expenditures (primarily revenue equipment) in 2025 to be in the range of $155 million to $175 million, compared to net capital expenditures in 2024 of $234.9 million. Given our strong balance sheet and proactive fleet management, we entered 2025 with a higher-than-normal inventory of new tractors ready to support growth. These factors, combined with a deliberate shift to a more asset light operational mix are expected to result in net capital expenditures below our historical range in 2025. We intend to fund these net capital expenditures through cash flows from operations and financing available under our existing credit facilities, if necessary. As of September 30, 2025, we were committed to property and equipment purchases of approximately $82.1 million.

Net financing activities used $10.9 million during the nine months ended September 30, 2025 compared to $56.4 million during the same period in 2024. We had net borrowings on our debt of $75.0 million during the nine months ended September 30, 2025, increasing our outstanding debt to $725.0 million at September 30, 2025. We had net borrowings on our debt of $41.3 million during the nine months ended September 30, 2024. We paid dividends of $25.7 million during the nine months ended September 30, 2025 and $26.4 million during the same period in 2024. We currently plan to continue paying a quarterly dividend.

Financing activities for the nine months ended September 30, 2025, also included stock repurchases of 2,113,007 shares at a cost of $55.6 million, including broker commissions and excise taxes. Financing activities for the same period in 2024 included common stock repurchases of 1,787,810 shares at a cost of $67.1 million, including broker commissions and excise taxes. On August 7, 2025, the Board of Directors approved a new stock repurchase program under which the Company is authorized to

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repurchase up to 5,000,000 shares of its common stock. Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization, which had 1,783,342 shares remaining available for repurchase. As of September 30, 2025, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase. The Company has repurchased, and may continue to repurchase, shares of the Company’s common stock. The timing and amount of such purchases depend upon economic and stock market conditions and other factors.

Regulations:

Item 1 of Part I of our 2024 Form 10-K includes a discussion of pending proposed and recently enacted federal, state, and local regulations that could have an impact on our operations. The following is an update to the regulations set forth in our 2024 Form 10-K.

In January 2025, California voluntarily withdrew the Advanced Clean Fleets (“ACF”) waiver request from the U.S. Environmental Protection Agency. Also, in June 2025, Congress rescinded the previously granted waivers for Advanced Clean Trucks (“ACT”). In September 2025, the California Air Resources Board, voted to repeal the ACF regulations from the California Administrative Code. Werner continues to monitor any California Air Resources Board-related regulatory developments. The rescission of the waiver request, approved waivers, and state regulations will potentially impact tractor prices, availability, performance, and efficiency.

In September 2025, the U.S. Department of Transportation enacted an emergency rule to strengthen federal oversight of how states issue non-domiciled commercial learner’s permits (“CLPs”) and CDLs. The rule comes in response to a nationwide review conducted by the Federal Motor Carrier Safety Administration revealing widespread non-compliance among state driver licensing agencies. The rule tightens eligibility for non-domiciled CLPs and CDLs, strengthens safeguards, and makes clear when these licenses must be canceled or revoked.

There have been no other material changes in the status of the proposed regulations previously disclosed in the 2024 Form 10-K.

Critical Accounting Estimates:

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the (i) reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and (ii) reported amounts of revenues and expenses during the reporting period. We evaluate these estimates on an ongoing basis as events and circumstances change, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Actual results could differ from those estimates and may significantly impact our results of operations from period to period. It is also possible that materially different amounts would be reported if we used different estimates or assumptions.

Information regarding our Critical Accounting Estimates can be found in our 2024 Form 10-K. Estimates of accrued liabilities for insurance and claims for bodily injury and property damage is a critical accounting estimate that requires us to make significant judgments and estimates and affects our financial statements.

There have been no material changes to this critical accounting estimate from that discussed in our 2024 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk from changes in commodity prices, foreign currency exchange rates, and interest rates.

Commodity Price Risk

The price and availability of diesel fuel are subject to fluctuations attributed to changes in the level of global oil production, refining capacity, regulatory changes, seasonality, weather and other market factors. Historically, we have recovered a majority, but not all, of fuel price increases from customers in the form of fuel surcharges. We implemented customer fuel surcharge programs with most of our customers to offset much of the higher fuel cost per gallon. However, we do not recover all of the fuel cost increase through these surcharge programs. As of September 30, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.

Foreign Currency Exchange Rate Risk

We conduct business in foreign countries, primarily in Mexico. To date, most foreign revenues are denominated in U.S. Dollars, and we receive payment for foreign freight services primarily in U.S. Dollars to reduce direct foreign currency risk. Assets and liabilities maintained by a foreign subsidiary company in the local currency are subject to foreign exchange gains or losses. Foreign currency translation gains and losses primarily relate to changes in the value of revenue equipment owned by a

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subsidiary in Mexico, whose functional currency is the Peso. Foreign currency translation gains were $0.9 million for third quarter 2025 and losses were $2.4 million for third quarter 2024. These gains and losses were recorded in accumulated other comprehensive loss within stockholders’ equity on the consolidated condensed balance sheets.

Interest Rate Risk

We manage interest rate exposure through a mix of variable interest rate debt and interest rate swap agreements. We had $375.0 million of variable interest rate debt outstanding at September 30, 2025, for which the interest rate is effectively fixed at 5.78% with interest rate swap agreements to reduce our exposure to interest rate increases. In addition, we had $350.0 million of variable interest rate debt outstanding at September 30, 2025. Interest on our credit facilities is based on variable rates, including the Secured Overnight Financing Rate (“SOFR”) and commercial paper rate. See Note 7 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report for further detail of our debt and interest rate swaps. Assuming this level of borrowing, a hypothetical one-percentage point increase in the SOFR and commercial paper rate would increase our interest expense by approximately $3.7 million for the next 12-month period.

Item 4. Controls and Procedures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at a reasonable assurance level in enabling us to record, process, summarize and report information required to be included in our periodic filings with the SEC within the required time period and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that no changes in our internal control over financial reporting occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have confidence in our internal controls and procedures. Nevertheless, our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the internal controls or disclosure procedures and controls will prevent all errors or intentional fraud. An internal control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal control system must reflect that resource constraints exist, and the benefits of controls must be evaluated relative to their costs. Because of the inherent limitations in all internal control systems, no evaluation of controls can provide absolute assurance that all control issues, misstatements and instances of fraud, if any, have been prevented or detected.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings.

For information regarding legal proceedings, see Note 9 in the Notes to Consolidated Financial Statements (Unaudited) set forth in Part I of this report.

Item 1A. Risk Factors.

In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A (Risk Factors) in our 2024 Form 10-K, which could materially affect our business, financial condition, and future results of operations. The risks described in our 2024 Form 10‑K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations.

There have been no material changes from the risk factors disclosed in our 2024 Form 10-K.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities.

On August 7, 2025, the Board of Directors approved a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock. We disclosed this authorization on August 11, 2025 in a Form 8-K.

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Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization that was approved on May 14 2024, which had 1,783,342 shares remaining available for repurchase. As of September 30, 2025, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase. The Company may purchase shares from time to time depending on market, economic, and other factors. The authorization will continue unless withdrawn by the Board of Directors.

No shares of common stock were repurchased during third quarter 2025 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.

Item 5. Other Information

Director and Officer Trading Arrangements

During third quarter 2025, no Company director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

Exhibit No.

Exhibit

Incorporated by Reference to:

3(i)

Restated Articles of Incorporation of Werner Enterprises, Inc.

Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007

3(ii)

Revised and Restated By-Laws of Werner Enterprises, Inc.

Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024

10.1

Second Amendment to Loan and Security Agreement, dated October 7, 2025 by and among Werner Receivables Company, LLC as Borrower, Werner Enterprises, Inc. as initial Servicer, Wells Fargo Bank, National Association as a Committed Lender and as a Group Agent, GTA Funding LLC as a Conduit Lender, and The Toronto-Dominion Bank as a Related Committed Lender, as a Group Agent and as Administrative Agent

Filed herewith

31.1

Certification of the Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Filed herewith

31.2

Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934 (Section 302 of the Sarbanes-Oxley Act of 2002)

Filed herewith

32.1

Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Furnished herewith

32.2

Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)

Furnished herewith

101

The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2025 and 2024, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2025 and 2024, (iii) Consolidated Condensed Balance Sheets as of September 30, 2025 and December 31, 2024, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and nine months ended September 30, 2025 and 2024, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2025.

104

The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	WERNER ENTERPRISES, INC.

Date: November 7, 2025	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer and Chief Financial Officer

Date: November 7, 2025	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President and Chief Accounting Officer

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Date	Price Target	Rating	Analyst
10/31/2025	$24.00 → $23.00	Hold	TD Cowen
10/8/2025	$24.00	Buy → Hold	TD Cowen
7/1/2025	$25.00	Underperform	Robert W. Baird
6/2/2025	$39.00	Sell → Buy	Goldman
4/30/2025	$21.00	In-line → Underperform	Evercore ISI
4/30/2025	$33.00 → $30.00	Buy	TD Cowen
4/8/2025	$29.00	Sell → Neutral	Citigroup
3/7/2025	$33.00	Hold	Deutsche Bank

SEC Form 10-Q filed by Werner Enterprises Inc.

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