[8-K] Werner Enterprises Inc Reports Material Event

Rhea-AI Filing Summary

Werner Enterprises (NASDAQ:WERN) filed an 8-K after the Texas Supreme Court overturned a $90 million 2018 verdict stemming from a 2014 accident.

Financial impact to be recognized in Q2 2025:

• $45.7 million liability (incl. interest) will be reversed, lifting pre-tax income and shareholders’ equity.
• Company will also reverse a $79.2 million insurance receivable and matching claims liability, cleaning up the balance sheet.
• Maximum exposure under existing policies remains $10 million, already covered by insurance premiums.

The decision eliminates a long-running legal overhang and improves capital flexibility; no changes to operating guidance were provided.

Positive

• Texas Supreme Court reversed $90 million verdict, allowing Werner to eliminate $45.7 million in accrued liability, boosting Q2 2025 earnings.
• Removal of major legal overhang reduces future cash-flow risk and may lower insurance costs and borrowing spreads.

Negative

• Reversal of the $79.2 million insurance receivable cuts reported assets, which could modestly affect asset-based financial ratios.

Insights

Financial Analyst

TL;DR: One-time gain, lower risk, stronger equity—clearly positive.

The court reversal removes nearly $46 million of previously accrued loss, which will flow straight to Q2 2025 pretax earnings and raise book value. Although the related $79.2 million insurance receivable disappears, that asset was offset by a claims liability, so net equity impact is favorable. The ruling frees up cash that might otherwise have been reserved for litigation, potentially supporting capex or buybacks. It also lowers perceived legal-risk discount that has weighed on valuation multiples. I view the event as materially accretive to both near-term EPS and the company’s risk profile.

Risk Analyst

TL;DR: Major litigation overhang gone; residual exposure capped at $10 M.

From a risk-management standpoint, wiping out a $90 million judgment is transformative. The company’s self-insured retention remains limited to $10 million, already budgeted. Future insurance premiums could fall as catastrophic loss history improves. While asset removal trims total assets, leverage ratios benefit because liabilities decline more than assets. The absence of new forward-looking statements means operational guidance is unchanged, yet headline legal risk is decisively lower, likely reducing volatility in both credit spreads and equity beta.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 27, 2025

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of incorporation)

(Commission File Number)

(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 8.01.    OTHER EVENTS

On June 27, 2025, the Texas Supreme Court ruled in Werner Enterprises, Inc.'s (the "Company") favor in reversing and dismissing the landmark $90 million jury verdict from 2018, stemming from a 2014 truck accident in Texas. A copy of the press release announcing this ruling is attached hereto as Exhibit 99.1.

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 jury verdict amount. As a result of the June 27, 2025 verdict, the Company will reverse a $45.7 million liability (including interest) in its financial statements during the second quarter 2025. The Company will also reverse a $79.2 million receivable from its third-party insurance providers and corresponding claims liability for the same amount on its consolidated balance sheet, as the Company was the primary obligor of the 2018 verdict under the terms of the Company’s insurance policies.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

    (d)    Exhibits.

99.1						Press release issued by the Company on June 27, 2025, "Texas Supreme Court Reverses $90 Million Judgment Against Werner Enterprises"
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in this Form 8-K, including the exhibit hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

Forward-Looking Statements

This Current Report on Form 8-K, including the press release furnished as Exhibit 99.1 hereto, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

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 hereunto duly authorized.

			WERNER ENTERPRISES, INC.
Date: June 27, 2025			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: June 27, 2025			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer

FAQ

How much will WERN add to pretax income from the court ruling?

Werner will reverse a $45.7 million liability, adding the same amount to pretax income in Q2 2025.

What was Werner Enterprises' maximum insurance exposure for the 2014 accident?

Under its 2014 policies, the company’s maximum liability is $10 million plus interest, fully covered by insurance.

Why is Werner removing a $79.2M receivable from its balance sheet?

Because the $90 million verdict was dismissed, the related $79.2 million insurance recovery receivable and matching claims liability are no longer applicable.

Will the ruling change Werner's Q2 2025 cash flow?

Yes; eliminating the liability frees cash previously reserved for potential payments, improving operating cash flow in Q2 2025.

Does the 8-K update Werner Enterprises' operating guidance?

No. The filing addresses the litigation outcome only; no changes to revenue or margin guidance were provided.

How might the verdict reversal affect WERN’s insurance premiums?

Management suggests the favorable ruling could lower future premium costs, but specific amounts were not disclosed.