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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. filed a current report to inform investors that it will participate in the Morgan Stanley 13th Annual Laguna Conference on September 10, 2025. The company issued a press release on August 21, 2025 about this event, which is included as an exhibit.
A live webcast of Werner’s conference appearance will be available to the public on the company’s website in the Investors section under News & Events, with a replay offered online for a limited period afterward. The company notes that this communication and the related press release are furnished, not filed, and may contain forward-looking statements that are subject to risks described in its annual and quarterly reports.
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.
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.