Werner Entprise SEC Filings

Werner Enterprises announced plans to participate in four investment conferences and furnished a related press release as Exhibit 99.1.

Live webcasts for the Baird and UBS conferences will be available on the company’s website under Investors > News & Events > Events Calendar, with replays accessible for a limited period following the conference dates. The information was furnished under Item 7.01 and is not deemed filed under the Exchange Act.

Werner Enterprises (WERN) furnished an 8-K announcing its third-quarter 2025 results press release. The company reported that a press release covering financial results for the quarter ended September 30, 2025 was furnished as Exhibit 99.1.

The information under Item 2.02 and Exhibit 99.1 is furnished, not filed, and is not subject to Section 18 liability. The release includes forward-looking statements under the PSLRA safe harbor.

Werner Enterprises reported it has reached an agreement to settle the consolidated class action lawsuits titled Abarca et al. v. Werner for a combined $18 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 that grew into a class action with tens of thousands of members, covering the years 2010 to 2023. This update was disclosed under Item 8.01 (Other Events).

Werner Enterprises, Inc. reported that on August 7, 2025 its Board approved a new stock repurchase program authorizing the repurchase of up to 5,000,000 shares of common stock. The Board withdrew the prior repurchase authorization, which had approximately 1,800,000 shares remaining available.

The company said repurchases may occur from time to time depending on market, economic and other factors, and the new authorization will remain in effect until the Board withdraws it. A press release announcing these Board actions was issued on August 11, 2025 and is furnished as an exhibit.

Werner Enterprises reported mixed second-quarter results with stronger profits driven by non-recurring items despite slightly lower revenue. Consolidated operating revenue was $753.1 million for the three months ended June 30, 2025, down 1.0% from the prior year; operating income increased to $66.3 million from $19.6 million and net income rose to $43.6 million from $9.2 million, yielding diluted EPS of $0.72 versus $0.15 a year earlier. The Truckload Transportation Services segment generated $517.6 million of revenue and $64.1 million of operating income, while Werner Logistics produced $221.2 million of revenue and $4.3 million of operating income.

Balance sheet and liquidity items include cash and cash equivalents of $51.4 million, total assets of $2.946 billion, and total debt of $725.0 million with principal maturities of $430.0 million in 2027 and $295.0 million in 2028. Results were materially affected by a $45.7 million liability reversal from a favorable Texas Supreme Court decision and a $7.9 million favorable contingent earnout adjustment; management also executed new borrowing and interest-rate swap activity and established a receivables borrowing facility.

Macquarie Group and two affiliated entities report owning 2,755,900 common shares of Werner Enterprises, equal to 4.46% of the outstanding class. Two of the reporting entities are shown with sole voting and sole dispositive power over those shares, while the parent holding company reports the aggregate amount but no sole voting or dispositive power. The filers state the shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer. This disclosure updates prior Schedule 13G information and identifies the specific reporting entities and their classifications.