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What changed in WERNER ENTERPRISES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WERNER ENTERPRISES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+202 added−199 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-26)

Top changes in WERNER ENTERPRISES INC's 2025 10-K

202 paragraphs added · 199 removed · 165 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur trucks are equipped with tablet-based telematics, and nearly all of our company-owned trucks have collision mitigation safety systems and automated manual transmissions. We operated 28,665 trailers at December 31, 2024, comprised of dry vans, flatbeds, temperature-controlled, and other specialized trailers. Most of our company-owned trailers were manufactured by Wabash National Corporation and Great Dane.
Biggest changeWe operated 28,780 trailers at December 31, 2025, comprised of dry vans, flatbeds, temperature-controlled, and other specialized trailers. Most of our company-owned trailers were manufactured by Wabash National Corporation and Great Dane. Nearly all of our dry van trailer fleet consisted of 53-foot composite trailers, and we also provide other trailer lengths to meet the specialized needs of certain customers.
These three Werner Logistics operating units are as follows: (i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions; (ii) the intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; 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.
These three Werner Logistics divisions are as follows: (i) Truckload Logistics, which uses contracted carriers to complete shipments for brokerage customers and freight management customers for which we offer a full range of single-source logistics management services and solutions; (ii) the intermodal (“Intermodal”) unit offers rail transportation through alliances with rail and drayage providers as an alternative to truck transportation; 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.
None of our U.S. or Canadian associates are represented by a collective bargaining unit, and we generally consider relations with our associates to be good. Health & Safety: Werner ® fosters a robust safety culture focused on minimizing workplace incidents, risks, and hazards. In 2024, Werner continued to achieve reductions in workplace injuries and DOT preventable accidents per million miles.
None of our U.S. or Canadian associates are represented by a collective bargaining unit, and we generally consider relations with our associates to be good. Health & Safety: Werner ® fosters a robust safety culture focused on minimizing workplace incidents, risks, and hazards. In 2025, Werner continued to achieve reductions in workplace injuries and DOT preventable accidents per million miles.
As of December 31, 2024, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. We maintain aboveground and underground fuel storage tanks at some of our terminals. Leakage or damage to these facilities could expose us to environmental clean-up costs. The tanks are routinely inspected to help prevent and detect such problems.
As of December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. We maintain aboveground and underground fuel storage tanks at some of our terminals. Leakage or damage to these facilities could expose us to environmental clean-up costs. The tanks are routinely inspected to help prevent and detect such problems.
Fuel In 2024, we purchased nearly all of our fuel from a predetermined network of fuel truck stops throughout the United States comprised mostly of three large fuel truck stop chains. We negotiate discounted pricing based on historical purchase volumes with these fuel truck stop chains and other factors.
Fuel In 2025, we purchased nearly all of our fuel from a predetermined network of fuel truck stops throughout the United States comprised mostly of three large fuel truck stop chains. We negotiate discounted pricing based on historical purchase volumes with these fuel truck stop chains and other factors.
One-Way Truckload had 2,610 trucks as of December 31, 2024 and includes 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.
One-Way Truckload had 2,250 trucks as of December 31, 2025 and includes 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.
Inclusion: At Werner, we embrace inclusion as a core value and support and encourage the different perspectives of our associates, our customers and our suppliers. Inclusion contributes to innovation, connects us to the many communities we serve, and empowers every associate to bring their whole self to Werner.
Inclusion: At Werner, we embrace inclusion for all associates as a core value and support and encourage the different perspectives of our associates, our customers and our suppliers. Inclusion contributes to innovation, connects us to the many communities we serve, and empowers every associate to bring their whole self to Werner.
On the website, we make certain investor information available free of charge, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments to such 6 Table of Contents reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
On the website, we make certain investor information available free of charge, including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, stock ownership reports filed under Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any amendments to such reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act.
We believe that a declining 3 Table of Contents number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations have tightened driver supply. At Werner, we continue to take actions to strengthen our driver recruiting and retention to make Werner a preferred choice for the best drivers.
We believe that a declining number of, and increased competition for, driver training school graduates, aging truck driver demographics and increased truck safety regulations have tightened driver supply. At Werner, we continue to take actions to strengthen our driver recruiting and retention to make Werner a preferred choice for the best drivers.
Shortages of fuel, increases in fuel prices and rationing of petroleum products can have a material adverse effect on our operations and profitability. Our customer fuel surcharge reimbursement programs generally enable us to recover from our 4 Table of Contents customers a majority, but not all, of higher fuel prices compared to normalized average fuel prices.
Shortages of fuel, increases in fuel prices and rationing of petroleum products can have a material adverse effect on our operations and profitability. Our customer fuel surcharge reimbursement programs generally enable us to recover from our customers a majority, but not all, of higher fuel prices compared to normalized average fuel prices.
We currently maintain a late-model truck fleet to take advantage of the latest technologies to reduce fuel consumption and emissions. Our future environmental goals include doubling intermodal usage by 2030, thereby further reducing emissions, and by 2035, reducing carbon emissions by 55% compared to a 2020 baseline.
We currently maintain a late-model truck fleet to take advantage of the latest technologies to reduce fuel consumption and emissions. Our future environmental goals include 4 Table of Contents doubling intermodal usage by 2030, thereby further reducing emissions, and by 2035, reducing carbon emissions by 55% compared to a 2020 baseline.
Werner is evaluating the proposed rule and its potential impact on its broker operations. 5 Table of Contents EPA and DOT announced in August 2016 Phase 2 of the Greenhouse Gas and Fuel Efficiency Standards for Medium and Heavy-Duty Trucks.
Werner is evaluating the proposed rule and its potential impact on its broker operations. EPA and DOT announced in August 2016 Phase 2 of the Greenhouse Gas and Fuel Efficiency Standards for Medium and Heavy-Duty Trucks.
Revenue can also be affected by adverse weather conditions, holidays and the number of business days that occur during a given period because revenue is directly related to the available working days of shippers.
Revenue can also be affected 2 Table of Contents by adverse weather conditions, holidays and the number of business days that occur during a given period because revenue is directly related to the available working days of shippers.
You can find the revenues generated by services that accounted for more than 10% of our consolidated revenues, consisting of TTS and Werner Logistics, for the last three years in Note 3 and Note 13 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.
You can find the revenues generated by services that accounted for more than 10% of our consolidated revenues, consisting of TTS and Werner Logistics, for the last three years in Note 2 and Note 14 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.
Revenues generated by Dollar General are reported in both of our reportable operating segments. The industry groups of our top 50 customers are 62% retail and consumer products, 14% food and beverage, 16% manufacturing/industrial, and 8% logistics and other. Many of our One-Way Truckload customer contracts may be terminated upon 30 days’ notice, which is common in the truckload industry.
Revenues generated by Dollar General are reported in both of our reportable operating segments. The industry groups of our top 50 customers are 66% retail and consumer products, 13% food and beverage, 13% manufacturing/industrial, and 8% logistics and other. Many of our One-Way Truckload customer contracts may be terminated upon 30 days’ notice, which is common in the truckload industry.
Improved weather reporting aids in redirecting our professional drivers to safer routes, which may decrease claims and costs associated with claims. Seasonality In the trucking industry, revenues generally follow a seasonal pattern. Peak freight demand has historically occurred in the months of September, October and November.
Improved weather reporting aids in redirecting our professional drivers to safer routes, together with our other safety initiatives, may decrease claims and costs associated with claims. Seasonality In the trucking industry, revenues generally follow a seasonal pattern. Peak freight demand has historically occurred in the months of September, October and November.
Werner is monitoring ongoing litigation to invalidate SB 253 and SB 261. Our operations are subject to applicable federal, state, and local environmental laws and regulations, many of which are implemented by the EPA and similar state regulatory agencies.
Werner is reviewing the CARB-issued guidance and is monitoring the ongoing litigation to invalidate SB 253 and SB 261. Our operations are subject to applicable federal, state, and local environmental laws and regulations, many of which are implemented by the EPA and similar state regulatory agencies.
Dedicated had 4,840 trucks as of December 31, 2024 and provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers.
Dedicated had 4,850 trucks as of December 31, 2025 and provides truckload services dedicated to a specific customer, generally for a retail distribution center or manufacturing facility, utilizing either dry van or specialized trailers.
Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three operating units.
Werner Logistics provides services throughout North America and generates the majority of our non-trucking revenues through three divisions.
We have a diversified freight base but are dependent on a relatively small number of customers for a significant portion of our revenues. During 2024, our largest 5, 10, 25 and 50 customers comprised 36%, 48%, 65% and 77% of our revenues, respectively. Our largest customer, Dollar General, accounted for 11% of our total revenues in 2024.
We have a diversified freight base but are dependent on a relatively small number of customers for a significant portion of our revenues. During 2025, our largest 5, 10, 25 and 50 customers comprised 38%, 50%, 68% and 79% of our revenues, respectively. Our largest customer, Dollar General, accounted for 11% of our total revenues in 2025.
Human Capital Resources Employee Count: As of December 31, 2024, we employed 9,287 drivers; 696 mechanics and maintenance associates for the trucking operation; 1,552 office associates for the trucking operation; and 1,361 associates for Werner Logistics, international, driving schools and other non-trucking operations. Most of our associates are based in the U.S., with about 1% based in Mexico and Canada.
Human Capital Resources Employee Count: As of December 31, 2025, we employed 8,677 drivers; 638 mechanics and maintenance associates for the trucking operation; 1,465 office associates for the trucking operation; and 1,251 associates for Werner Logistics, international, driving schools and other non-trucking operations. Most of our associates are based in the U.S., with about 1% based in Mexico and Canada.
In 2024, TTS segment revenues accounted for 71% of total operating revenues, Werner Logistics revenues accounted for 27% of total operating revenues, and the remaining 2% was recorded in non-reportable segments.
In 2025, TTS segment revenues accounted for 69% of total operating revenues, Werner Logistics revenues accounted for 29% of total operating revenues, and the remaining 2% was recorded in non-reportable segments.
We focus on customers who value the broad geographic coverage, diversified truck and logistics services, equipment capacity, technology, customized services and flexibility available from a large, financially-stable transportation and logistics provider. We operate in the truckload and logistics sectors of the transportation industry.
We continually develop our business processes and technology to improve customer service and driver retention. We focus on customers who value the broad geographic coverage, diversified truck and logistics services, equipment capacity, technology, customized services and flexibility available from a large, financially-stable transportation and logistics provider. We operate in the truckload and logistics sectors of the transportation industry.
At the end of 2024, our Truckload Transportation Services (“TTS”) segment had a fleet of 7,450 trucks, of which 7,155 were company-operated and 295 were owned and operated by independent contractors. Our Werner Logistics division operated an additional 18 drayage company trucks and 134 Final Mile delivery trucks at the end of 2024.
At the end of 2025, our Truckload Transportation Services (“TTS”) segment had a fleet of 7,100 trucks, of which 6,785 were company-operated and 315 were owned and operated by independent contractors. Our Werner Logistics segment operated an additional 27 drayage company trucks and 170 Final Mile delivery trucks at the end of 2025.
Werner Fleet Sales has been in business since 1992 and operates in eight locations. At times, we may also trade used trucks to original equipment manufacturers when purchasing new trucks.
Substantially all of our trailers have satellite tracking devices. Our wholly-owned subsidiary, Werner Fleet Sales, sells our used trucks and trailers. Werner Fleet Sales has been in business since 1992 and operates in eight locations. At times, we may also trade used trucks to original equipment manufacturers when purchasing new trucks.
Since January 2021, we have used an untethered, tablet-based telematics solution that provides an enhanced and more efficient driver experience. 2 Table of Contents Safety is a high priority for us, which is demonstrated through our continued safety investments and initiatives, such as investing in equipment with the latest collision mitigation systems; leveraging new side-view camera technology; implementing in-cab and desktop technologies aimed at improving weather alerts; rerouting, and other situational awareness for our professional drivers and transportation management teams.
Safety is a high priority for us, which is demonstrated through our continued safety investments and initiatives, such as investing in equipment with the latest collision mitigation systems; leveraging side-view camera technology; implementing in-cab and desktop technologies aimed at improving weather alerts; rerouting, and other situational awareness for our professional drivers and transportation management teams.
Talent Development: We utilize recent driver training school graduates as a source of new drivers. These drivers have completed a training program at a driver training school (including those owned and operated by Werner) and hold a commercial driver’s license. They continue to gain industry experience through our career track program by partnering with a Werner-certified leader.
Talent Development: In addition to hiring experienced drivers, we utilize recent driver training school graduates as a source of new drivers. These drivers have completed a training program at a driver training school (including those owned and operated by Werner) and hold a commercial driver’s license (“CDLs”).
We inspect independent contractor tractors prior to acceptance for compliance with Werner and DOT operational and safety requirements. We periodically inspect these tractors, in a manner similar to company tractor inspections, to monitor continued compliance. We also regulate the vehicle speed of company trucks to improve safety and fuel efficiency.
We adhere to a comprehensive maintenance program for both company tractors and trailers. We inspect independent contractor tractors prior to acceptance for compliance with Werner and DOT operational and safety requirements. We periodically inspect these tractors, in a manner similar to company tractor inspections, to monitor continued compliance.
Approximately 5% of our truck miles in 2024 were in the state of California. The U.S.
Werner continues to structure our fleet plans to operate compliant equipment in California. Approximately 5% of our truck miles in 2024 were in the state of California. The U.S.
The TTS segment company tractors were primarily manufactured by Freightliner (a Daimler company), International (a Navistar company), and Kenworth and Peterbilt (both divisions of PACCAR). The Final Mile delivery trucks are primarily manufactured by Hino, International, and Freightliner. We adhere to a comprehensive maintenance program for both company tractors and trailers.
Our Werner Logistics segment operated an additional 27 drayage company tractors and 170 Final Mile delivery trucks at the end of 2025. The TTS segment company tractors were primarily manufactured by Freightliner (a Daimler company), International (a Navistar company), and Kenworth and Peterbilt (both divisions of PACCAR). The Final Mile delivery trucks are primarily manufactured by Hino, International, and Freightliner.
The average age of our TTS segment company truck fleet was 2.1 years at December 31, 2024 and 2023. The average age of our trailer fleet was 5.3 years at December 31, 2024, compared to 4.9 years at December 31, 2023.
We also regulate the vehicle speed of company trucks to improve safety and fuel efficiency. The average age of our TTS segment company truck fleet was 2.7 years at December 31, 2025, compared to 2.1 years at December 31, 2024.
Werner is impacted by various CARB regulations including the Truck and Bus Regulation, Clean Truck Check (Heavy-Duty Inspection and Maintenance), Advanced Clean Trucks, Advanced Clean Fleets, Temperature Refrigeration Units, among other currently effective and forthcoming regulations. Werner continues to structure our fleet plans to operate compliant equipment in California.
The California Air Resources Board (“CARB”) regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state. Werner is impacted by various CARB regulations including the Truck and Bus Regulation, Clean Truck Check (Heavy-Duty Inspection and Maintenance), Temperature Refrigeration Units, among other currently effective and 5 Table of Contents forthcoming regulations.
In 2024, Werner was recognized among the Top Companies for Women to Work for in Transportation by the Women in Trucking Association. Werner has earned this recognition in each of the seven years it has been awarded. Werner was also recognized by Forbes as One of America’s Best Employers for Women 2024.
In 2025, Werner was recognized among the Top Companies for Women to Work for in Transportation by the Women in Trucking Association. Werner has earned this recognition in each of the eight years it has been awarded. This recognition underscores Werner’s ongoing commitment to fostering an inclusive and supportive workplace for women across the organization.
We are widely recognized as a transportation leader in military hiring with veterans and veteran spouses. Professional Driver Recruitment: We recognize that our professional driver workforce is one of our most valuable assets. Most of our professional drivers are compensated on a per-mile basis. For most company-employed drivers, the rate per mile generally increases with the drivers’ length of service.
Most of our professional drivers are compensated on a per-mile basis. For most company-employed drivers, the rate per mile generally increases with the drivers’ length of service.
In 2024, Werner was honored to be recognized as No. 3 on the Top 10 Military Friendly® Company, Brand, and Spouse Employer lists and No. 5 on the Top 10 Military Friendly® Employer list by VIQTORY.
In 2025, Werner was honored to be recognized as No. 3 on the Top 10 Military Friendly® Employer list and No. 2 on the Top 10 Military Friendly® Spouse Employer list by VIQTORY; as Patriot Employer of the Year for large companies by Disabled American Veterans; as 5 Star Employer in the VETS Indexes Employer Awards; and was awarded the Lee Anderson Veteran and Military Spouse Employment Award.
Independent Contractors: We also recognize that independent contractors complement our company-employed drivers. As of December 31, 2024, we had 295 independent contractors. Independent contractors supply their own tractors and drivers and are responsible for their operating expenses. They provide us with another source of drivers to support our fleet.
Independent contractors supply their own tractors and drivers and are responsible for their operating expenses. They provide us with another source of drivers to support our fleet. We, along with others in the trucking industry, continue to experience independent contractor recruitment and retention difficulties that have persisted over the past several years.
Upon the successful completion of our career track program, drivers will have the option to become a solo or a team driver with us. At the end of 2024, we operated a total of 20 driver training locations to assist with the training and development of drivers for our company and the industry.
They continue to gain industry experience through our career 3 Table of Contents track program by partnering with a Werner-certified leader. Upon the successful completion of our career track program, drivers will have the option to become a solo or a team driver with us.
ECM provides regional truckload carrier services in the Mid-Atlantic, Ohio and Northeast regions of the United States. Marketing and Operations Our business philosophy is to provide superior on-time customer service at a significant value for our customers. To accomplish this, we operate premium modern tractors and trailers.
Truckload revenues generated by FirstFleet will be reported in Dedicated within our TTS segment. Marketing and Operations Our business philosophy is to provide superior on-time customer service at a significant value for our customers. To accomplish this, we operate premium modern tractors and trailers. This equipment has fewer mechanical and maintenance issues and helps attract and retain experienced drivers.
We, along with others in the trucking industry, however, continue to experience independent contractor recruitment and retention difficulties that have persisted over the past several years. Challenging operating conditions, including inflationary cost increases that are the responsibility of independent contractors and the availability and cost of equipment financing, continue to make it difficult to recruit and retain independent contractors.
Challenging operating conditions, including inflationary cost increases that are the responsibility of independent contractors and the availability and cost of equipment financing, continue to make it difficult to recruit and retain independent contractors. Revenue Equipment As of December 31, 2025, we operated 6,785 company tractors and 315 tractors owned by independent contractors in our TTS segment.
In November 2024, FMCSA proposed a rule to change existing broker transparency regulations.
Court of Appeals for the District of Columbia Circuit issued an administrative stay of the IFR. Werner continues monitoring any developments relating to the IFR. In November 2024, FMCSA proposed a rule to change existing broker transparency regulations.
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Business Acquisitions 2022 Acquisitions On November 5, 2022, we acquired 100% of the equity interests in Reed Transport Services, Inc. and RTS-TMS, Inc., doing business as ReedTMS Logistics (“ReedTMS”).
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Business Acquisition 2026 Acquisition On January 27, 2026, we acquired 100% of the equity interests in First Enterprises, Inc., doing business as FirstFleet, Inc. (“FirstFleet”). FirstFleet, based in Murfreesboro, Tennessee, is a dedicated truckload carrier that sustained profitable growth 1 Table of Contents over four decades and cultivated deep relationships with top-tier customers under multi-year contracts.
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ReedTMS, based in Tampa, Florida, is an asset-light logistics provider and dedicated truckload carrier that offers a comprehensive suite of freight brokerage and truckload solutions to a diverse customer 1 Table of Contents base. Freight brokerage and truckload revenues generated by ReedTMS are reported in our Werner Logistics segment and in Dedicated within our TTS segment, respectively.
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Since January 2021, we have used an untethered, tablet-based telematics solution that provides an enhanced and more efficient driver experience.
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On October 1, 2022, we acquired 100% of the equity interests in FAB9, Inc., doing business as Baylor Trucking, Inc. (“Baylor”). Baylor, based in Milan, Indiana, operates in the east central and south central United States. Revenues generated by Baylor are reported in One-Way Truckload within our TTS segment.
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At Werner, our female driver workforce far exceeds the industry average. Additionally, two-thirds of our Board of Directors (the “Board”) are female.
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Additional information regarding the 2022 business acquisitions is included in Note 2 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K. 2021 Acquisitions On November 22, 2021, we acquired 100% of the equity interests in NEHDS Logistics, LLC (“NEHDS”).
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These awards recognize Werner’s commitment to developing veteran-inclusive programs and creating pathways to rewarding careers in the transportation and logistics industry. We are widely recognized as a transportation leader in military hiring with veterans and veteran spouses. Professional Driver Recruitment: We recognize that our professional driver workforce is one of our most valuable assets.
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NEHDS is a final mile residential delivery provider serving customers primarily in the Northeast and Midwest United States markets. NEHDS delivers primarily big and bulky products (primarily furniture and appliances) using 2-person delivery teams performing residential and commercial deliveries. On July 1, 2021, we acquired an 80% equity ownership interest in ECM Associated, LLC ("ECM”).
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At the end of 2025, we operated a total of 20 driver training locations to assist with the training and development of drivers for our company and the industry. Independent Contractors: We also recognize that independent contractors complement our company-employed drivers. As of December 31, 2025, we had 315 independent contractors.
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This equipment has fewer mechanical and maintenance issues and helps attract and retain experienced drivers. We continually develop our business processes and technology to improve customer service and driver retention.
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The average age of our trailer fleet was 5.6 years at December 31, 2025, compared to 5.3 years at December 31, 2024. Our trucks are equipped with tablet-based telematics, and nearly all of our company-owned trucks have collision mitigation safety systems and automated manual transmissions.
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These recognitions underscore Werner’s ongoing commitment to fostering an inclusive and supportive workplace for women across the organization. At Werner, our female driver workforce is double the national industry average, and over 60% of our driver associates are ethnically diverse. Additionally, over half of our Board of Directors (the “Board”) are female or ethnically diverse.
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The minimum annual percentage rate for random alcohol testing remains at 10% for 2026. In September 2025, the DOT enacted an Interim Final Rule (“IFR”) to strengthen federal oversight of how states issue non-domiciled commercial learner’s permits (“CLPs”) and CDLs.
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In 2024, Werner was also recognized with the National Award for Outstanding Large Employer of Veterans by the American Legion, and as a 5 Star Employer in the VETS Indexes Employer Awards. These awards recognize Werner’s commitment to recruiting, hiring, retaining, developing, and supporting veterans and the military-connected community.
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The rule comes in response to a nationwide review conducted by the FMCSA revealing widespread non-compliance among state driver licensing agencies. The IFR tightens eligibility for non-domiciled CLPs and CDLs, strengthens safeguards, and clarifies when these licenses must be canceled or revoked. In November 2025, the U.S.
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Revenue Equipment As of December 31, 2024, we operated 7,155 company tractors and 295 tractors owned by independent contractors in our TTS segment. Our Werner Logistics segment operated an additional 18 drayage company tractors and 134 Final Mile delivery trucks at the end of 2024.
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Nearly all of our dry van trailer fleet consisted of 53-foot composite trailers, and we also provide other trailer lengths to meet the specialized needs of certain customers. Substantially all of our trailers have satellite tracking devices. Our wholly-owned subsidiary, Werner Fleet Sales, sells our used trucks and trailers.
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This rate was increased from 25% to 50% on January 1, 2020, following the 2018 FMCSA Drug and Alcohol Testing Survey, which reported a positive test rate exceeding 1% for controlled substances industry wide. The minimum annual percentage rate for random alcohol testing remains at 10% for 2025.
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The Infrastructure Investment and Jobs Act of 2021 required FMCSA to establish a pilot program to allow persons ages 18, 19, and 20 to operate commercial motor vehicles in interstate commerce.
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FMCSA’s Safe Driver Apprenticeship Pilot (“SDAP”) Program accepts applications by motor carriers who are willing to participate in the pilot program, and FMCSA plans to limit the participation to 1,000 carriers and 3,000 apprentices. In May 2024, Werner received FMCSA approval for 100 apprentice spots in the SDAP Program.
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The California Air Resources Board (“CARB”) regulations apply to both in-state California carriers and carriers outside of California who own or dispatch equipment in the state.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis competition could have an adverse effect on either the number of shipments we transport or the freight rates we receive, which could limit our growth opportunities and reduce our profitability. If we do not invest in and develop technology in a manner that meets market demands, we may be placed at a competitive disadvantage.
Biggest changeCompetition for the freight we transport or manage is based primarily on service, efficiency, available capacity and, to some degree, on freight rates alone. This competition could have an adverse effect on either the number of shipments we transport or the freight rates we receive, which could limit our growth opportunities and reduce our profitability.
If we fail to comply with applicable regulations, we could be subject to substantial fines or penalties and civil and criminal liability. Increasing scrutiny from investors and other stakeholders regarding ESG related matters may have a negative impact on our business.
If we fail to comply with applicable regulations, we could be subject to substantial fines or penalties and civil and criminal liability. Scrutiny from investors and other stakeholders regarding ESG related matters may have a negative impact on our business.
If we cannot effectively manage the challenges associated with doing business internationally, our revenues and profitability may suffer. Our results are affected by the success of our operations in Mexico and other foreign countries in which we operate (see Note 13 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K).
If we cannot effectively manage the challenges associated with doing business internationally, our revenues and profitability may suffer. Our results are affected by the success of our operations in Mexico and other foreign countries in which we operate (see Note 14 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K).
To the extent that we cannot recover the higher cost of fuel through customer fuel surcharges, our financial results would be negatively impacted. As of December 31, 2024, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. We operate in a highly competitive industry, which may limit growth opportunities and reduce profitability.
To the extent that we cannot recover the higher cost of fuel through customer fuel surcharges, our financial results would be negatively impacted. As of December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. We operate in a highly competitive industry, which may limit growth opportunities and reduce profitability.
The United States, Canada and Mexico ratified the USMCA as an overhaul and update to the North America Free Trade Agreement, and it 8 Table of Contents became effective in July 2020. We believe Werner is one of the largest U.S. based truckload carriers in terms of freight volume shipped to and from the United States and Mexico.
The United States, Canada and Mexico ratified the USMCA as an overhaul and update to the North America Free Trade Agreement, and it became effective in July 2020. We believe Werner is one of the largest U.S. based truckload carriers in terms of freight volume shipped to and from the United States and Mexico.
At the present time, immigration at the southern border has not negatively affected our operations; however, if the situation intensifies, operations could be affected. We rely on the services of key personnel, the loss of which could impact our future success. We are highly dependent on the services of key personnel, including our executive officers.
At the present time, immigration at the southern border has not negatively affected our operations; however, if the situation intensifies, operations could be affected. 8 Table of Contents We rely on the services of key personnel, the loss of which could impact our future success. We are highly dependent on the services of key personnel, including our executive officers.
Such conditions may also impact the financial condition of our customers, resulting in a greater risk of bad debt losses, and that of our suppliers, which may affect the availability or pricing of needed goods and services.
Such conditions may also impact the financial condition of our customers, resulting in a 9 Table of Contents greater risk of bad debt losses, and that of our suppliers, which may affect the availability or pricing of needed goods and services.
Fuel prices that change rapidly 7 Table of Contents in short time periods also impact our recovery because the surcharge rate in most programs only changes once per week. Fuel shortages, increases in fuel prices and petroleum product rationing could have a material adverse impact on our operations and profitability.
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. Fuel shortages, increases in fuel prices and petroleum product rationing could have a material adverse impact on our operations and profitability.
Companies across all industries are facing increasing scrutiny from investors and other stakeholders related to ESG matters, including practices and disclosures related to sustainability. Organizations that provide information to stakeholders (including customers and investors) on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.
Companies across all industries face scrutiny from investors and other stakeholders related to ESG matters, including practices and disclosures related to sustainability. Organizations that provide information to stakeholders (including customers and investors) on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.
A significant portion of our revenue is generated from key customers. During 2024, our largest 5, 10, 25 and 50 customers accounted for 36%, 48%, 65%, and 77% of revenues, respectively. Our largest customer, Dollar General, accounted for 11% of our total revenues in 2024. We do not have long-term contractual relationships with many of our key One-Way Truckload customers.
A significant portion of our revenue is generated from key customers. During 2025, our largest 5, 10, 25 and 50 customers accounted for 38%, 50%, 66%, and 78% of revenues, respectively. Our largest customer, Dollar General, accounted for 11% of our total revenues in 2025. We do not have long-term contractual relationships with many of our key One-Way Truckload customers.
Unless otherwise required by applicable securities laws, we undertake no obligation or duty to revise or update any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events. Also refer to the Cautionary Note Regarding Forward-Looking Statements in Item 7 of Part II of this Form 10-K.
Unless otherwise required by applicable securities laws, we undertake no obligation or duty to revise or update any forward-looking statements contained herein to reflect subsequent events or circumstances or the occurrence of unanticipated events.
The risks described herein could create reputational harm or financial liability; disrupt our business and/or impact our customers; result in the loss, disclosure or misuse of operational, confidential or proprietary information; or increase our costs, any of which could harm our reputation and adversely impact our business, results of operations, and financial condition. 9 Table of Contents A public health crisis, such as an epidemic, pandemic, or similar outbreak may have an adverse impact on our business, as well as the operations of our customers and suppliers.
The risks described herein could create reputational harm or financial liability; disrupt our business and/or impact our customers; result in the loss, disclosure or misuse of operational, confidential or proprietary information; or increase our costs, any of which could harm our reputation and adversely impact our business, results of operations, and financial condition.
Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards in a timely 10 Table of Contents manner, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation.
Similarly, our failure, or perceived failure, to pursue or fulfill our goals, targets and objectives or to satisfy various reporting standards in a timely manner, or at all, could also have similar negative impacts and expose us to government enforcement actions and private litigation. 10 Table of Contents Risks Related to Financial Matters Our earnings could be reduced by increases in the number of insurance claims, cost per claim, costs of insurance premiums, availability of insurance coverage, or a significant uninsured liability.
After the December holiday season and during the remaining winter months, our freight volumes are typically lower because some customers reduce shipment levels.
In the trucking industry, revenues generally follow a seasonal pattern which may affect our results of operations. After the December holiday season and during the remaining winter months, our freight volumes are typically lower because some customers reduce shipment levels.
Logistics companies, digital brokers, intermodal companies, railroads, less-than-truckload carriers and private carriers also provide a lesser degree of competition in our TTS segment, but such providers are more direct competitors in our Werner Logistics segment. Competition for the freight we transport or manage is based primarily on service, efficiency, available capacity and, to some degree, on freight rates alone.
Logistics companies, digital brokers, 7 Table of Contents intermodal companies, railroads, less-than-truckload carriers and private carriers also provide a lesser degree of competition in our TTS segment, but such providers are more direct competitors in our Werner Logistics segment.
An epidemic, pandemic or similar outbreak could result in a slowdown of economic activity and a disruption in supply chains. Our business is sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand and industry truck capacity.
Our business is sensitive to changes in overall economic conditions that impact customer shipping volumes, industry freight demand and industry truck capacity.
The seasonal shipping pattern generally experienced in the trucking industry may affect our periodic results during traditional slower shipping periods and winter months. In the trucking industry, revenues generally follow a seasonal pattern which may affect our results of operations.
If we do not invest in and develop technology in a manner that meets market demands, we may be placed at a competitive disadvantage. The seasonal shipping pattern generally experienced in the trucking industry may affect our periodic results during traditional slower shipping periods and winter months.
Such conditions can include, among others, employment levels, business conditions, fuel and energy costs, public health crises, interest rates, tax rates, political conflict, and global trade policy. Tariffs or trade regulations may impact the cost or availability of materials, equipment, goods, and fuel.
We are sensitive to economic or geopolitical conditions, in particular, those that impact customer shipping volumes, industry freight demand, and industry truck capacity. Such conditions can include, among others, employment levels, business conditions, fuel and energy costs, public health crises, interest rates, tax rates, political conflict, and global trade policy.
Risks Related to our Business and Industry Our business is subject to overall economic and geopolitical conditions that could have a material adverse effect on our results of operations and financial condition. We are sensitive to economic or geopolitical conditions, in particular, those that impact customer shipping volumes, industry freight demand, and industry truck capacity.
Also refer to the Cautionary Note Regarding Forward-Looking Statements in Item 7 of Part II of this Form 10-K. 6 Table of Contents Risks Related to our Business and Industry Our business is subject to overall economic and geopolitical conditions that could have a material adverse effect on our results of operations and financial condition.
Removed
Risks Related to Financial Matters Our earnings could be reduced by increases in the number of insurance claims, cost per claim, costs of insurance premiums, availability of insurance coverage, or a significant uninsured liability.
Added
Tariffs or trade regulations may impact the cost or availability of materials, equipment, goods, and fuel. On February 20, 2026, the U.S. Supreme Court ruled that the U.S. government cannot use the International Emergency Economic Powers Act to impose tariffs, overturning certain recent tariffs announced throughout 2025, including those on global imports from China, Canada and Mexico.
Added
This decision creates uncertainty about the immediate path forward for many supply chains. Not all tariffs announced throughout 2025 will be impacted by this U.S. Supreme Court decision since many tariffs were imposed under other legal authorities that remain in effect and new tariffs may continue to be implemented through these other legal authorities.
Added
As we implement artificial intelligence solutions, we limit liability by ensuring that vendors’ indemnity obligations extend to artificial intelligence solutions and require such vendors to undertake commercially reasonable measures to prevent hallucinations and bias. In addition, we take a proactive approach to understand how our data will be used by the artificial intelligence solution to prevent and mitigate competitive concerns.
Added
A public health crisis, such as an epidemic, pandemic, or similar outbreak may have an adverse impact on our business, as well as the operations of our customers and suppliers. An epidemic, pandemic or similar outbreak could result in a slowdown of economic activity and a disruption in supply chains.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur oversight of such vendors includes requiring them to undergo cybersecurity analyses through risk assessments, scorecards, and audits. 11 Table of Contents Depending on the services performed, we require certain vendor agreements to contain security and privacy addenda and require vendors to report to us cybersecurity breaches on their systems and/or impacts to our data.
Biggest changeDepending on the services performed, we require certain vendor agreements to contain security and privacy addenda and require vendors to report to us cybersecurity breaches on their systems and/or impacts to our data. 11 Table of Contents We place high importance on conducting tabletop exercises to test and enhance our readiness for cybersecurity incidents.
We foster a culture of cybersecurity awareness through regular phishing simulations, enterprise-wide security training, employee education on safe technology practices, and information security policies. We continue to evaluate cybersecurity risks and enhance our strategy to safeguard our operations and data as part of our commitment to operational resilience and innovation. 12 Table of Contents
We foster a culture of cybersecurity awareness through regular phishing simulations, enterprise-wide security training, employee education on safe technology practices, and information security policies. We continue to evaluate cybersecurity risks and enhance our strategy to safeguard our operations and data as part of our commitment to operational resilience and innovation.
Additionally, we employ third-party services for monitoring risks posed by cyber-attackers, employees, and third-party vendors accessing or contributing to our systems.
Additionally, we employ third-party services for monitoring risks posed by cyber-attackers, employees, and third-party vendors accessing or contributing to our systems. Our oversight of such vendors includes requiring them to undergo cybersecurity analyses through risk assessments, scorecards, and audits.
We place high importance on conducting tabletop exercises to test and enhance our readiness for cybersecurity incidents. These exercises involve our Crisis Management Team, which includes representatives from executive management, legal, information technology, finance, operations, and marketing.
These exercises involve our Crisis Management Team, which includes representatives from executive management, legal, information technology, finance, operations, and marketing.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe own (i) a 96-room motel located near our Omaha headquarters; (ii) an 85-room hotel located near our Atlanta terminal; (iii) a 71-room private driver lodging facility at our Dallas terminal; (iv) six operational facilities located in Ohio, Indiana, Pennsylvania and Florida; and (v) a terminal facility in Queretaro, Mexico, which we lease to a third party.
Biggest changeWe own (i) a 96-room motel located near our Omaha 12 Table of Contents headquarters; (ii) an 85-room hotel located near our Atlanta terminal; (iii) a 71-room private driver lodging facility at our Dallas terminal; (iv) five operational facilities located in Ohio, Indiana, and Florida; and (v) a terminal facility in Queretaro, Mexico, which we lease to a third party.
Our terminal and disaster recovery locations are described below: Location Owned or Leased Description Segment Omaha, Nebraska Owned Corporate headquarters, maintenance, truck sales TTS, Werner Logistics, Corporate Omaha, Nebraska Owned Disaster recovery, warehouse Corporate Phoenix, Arizona Owned Office, maintenance, driver training school TTS West Memphis, Arkansas Owned Office, maintenance TTS Fontana, California Owned Office, maintenance, truck sales, driver training school TTS Denver, Colorado Owned Maintenance TTS Lake City, Florida Owned Office, maintenance TTS Lakeland, Florida Leased Maintenance TTS Atlanta, Georgia Owned Office, maintenance, truck sales, driver training school TTS Joliet, Illinois Owned Office, maintenance, truck sales TTS Milan, Indiana Owned Office, maintenance, warehouse TTS Brownstown, Michigan Owned Maintenance TTS Springfield, Ohio Owned Office, maintenance, truck sales TTS Easton, Pennsylvania Owned Office, maintenance TTS Portland, Tennessee Leased Office, maintenance TTS Dallas, Texas Owned Office, maintenance, truck sales, driver training school TTS El Paso, Texas Owned Office, maintenance TTS Laredo, Texas Owned Office, maintenance, transloading, truck sales TTS, Werner Logistics At December 31, 2024, we leased (i) operational facilities, office space, and trailer parking yards in various locations throughout the United States and (ii) office space in Mexico and Canada.
Our terminal and disaster recovery locations are described below: Location Owned or Leased Description Segment Omaha, Nebraska Owned Corporate headquarters, maintenance, truck sales TTS, Werner Logistics, Corporate Omaha, Nebraska Owned Disaster recovery, warehouse Corporate Phoenix, Arizona Owned Office, maintenance, driver training school TTS West Memphis, Arkansas Owned Office, maintenance TTS Fontana, California Owned Office, maintenance, truck sales, driver training school TTS Denver, Colorado Owned Maintenance TTS Lake City, Florida Owned Office, maintenance TTS Lakeland, Florida Leased Maintenance TTS Atlanta, Georgia Owned Office, maintenance, truck sales, driver training school TTS Joliet, Illinois Owned Office, maintenance, truck sales TTS Milan, Indiana Owned Office, maintenance, warehouse TTS Brownstown, Michigan Owned Maintenance TTS Springfield, Ohio Owned Office, maintenance, truck sales TTS Easton, Pennsylvania Owned Office, maintenance TTS Portland, Tennessee Leased Office, maintenance TTS Dallas, Texas Owned Office, maintenance, truck sales, driver training school TTS El Paso, Texas Owned Office, maintenance TTS Laredo, Texas Owned Office, maintenance, transloading, truck sales TTS, Werner Logistics At December 31, 2025, we leased (i) operational facilities, office space, and trailer parking yards in various locations throughout the United States and (ii) office space in Mexico and Canada.
ITEM 2. PROPERTIES Our headquarters are located on approximately 136 acres near U.S. Interstate 80 west of Omaha, Nebraska, 52 acres of which are undeveloped. Our headquarter facilities have suitable space available to accommodate planned needs for at least the next three to five years. We also have several terminals throughout the United States, consisting of office and/or maintenance facilities.
ITEM 2. PROPERTIES Our headquarters are located on approximately 135 acres near U.S. Interstate 80 west of Omaha, Nebraska, 51 acres of which are undeveloped. Our headquarter facilities have suitable space available to accommodate planned needs for at least the next three to five years. We also have several terminals throughout the United States, consisting of office and/or maintenance facilities.
The Werner Fleet Sales network has eight locations, which are primarily located in certain terminals listed above. Our driver training schools operate in 20 locations in the United States, four of which are located in or near certain terminals listed above, five are located in company-owned facilities, and 11 are located in leased facilities. 13 Table of Contents
The Werner Fleet Sales network has eight locations, which are primarily located in certain terminals listed above. Our driver training schools operate in 20 locations in the United States, four of which are located in or near certain terminals listed above, five are located in company-owned facilities, and 11 are located in leased facilities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe 2024 Peer Group has the following companies: Covenant Logistics Group, Inc.; Heartland Express, Inc.; Hub Group, Inc.; JB Hunt Transport Services, Inc.; Knight-Swift Transportation Holdings, Inc.; Landstar System, Inc.; Marten Transport, LTD.; and Schneider National, Inc. ArcBest Corporation; Forward Air Corporation; Old Dominion Freight Line; and Saia, Inc. were removed from our 2024 Peer Group, and Daseke, Inc.
Biggest changeOur Peer Group, which includes companies similar to ours in the transportation industry, is as follows: Covenant Logistics Group, Inc.; Heartland Express, Inc.; Hub Group, Inc.; JB Hunt Transport Services, Inc.; Knight-Swift Transportation Holdings, Inc.; Landstar System, Inc.; Marten Transport, LTD.; and Schneider National, Inc.
Equity Compensation Plan Information For information on our equity compensation plans, please refer to Item 12 of Part III of this Form 10-K. 14 Table of Contents Performance Graph Comparison of Five-Year Cumulative Total Return The following graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933 or the Exchange Act except to the extent we specifically request that such information be incorporated by reference or treated as soliciting material. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Werner Enterprises, Inc.
Equity Compensation Plan Information For information on our equity compensation plans, please refer to Item 12 of Part III of this Form 10-K. 13 Table of Contents Performance Graph Comparison of Five-Year Cumulative Total Return The following graph is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act of 1933 or the Exchange Act except to the extent we specifically request that such information be incorporated by reference or treated as soliciting material. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Werner Enterprises, Inc.
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 fourth quarter 2024 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act. ITEM 6. RESERVED
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. 14 Table of Contents No shares of common stock were repurchased during fourth quarter 2025 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
As of February 7, 2025, our common stock was held by 427 stockholders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
As of February 6, 2026, our common stock was held by 417 stockholders of record. Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On May 15, 2024, we announced a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers 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.
Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization that was approved on November 9, 2021, which had 1,627,651 shares remaining available for repurchase. As of December 31, 2024, the Company had purchased 1,103,651 shares pursuant to the new authorization and had 15 Table of Contents 3,896,349 shares remaining available for repurchase.
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 December 31, 2025, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase.
(acquired by TFI International Inc. in 2024) was removed from our 2024 and 2023 Peer Groups. Our stock price was $35.92 as of December 31, 2024 (the last business day of fiscal year 2024). This price was used for purposes of calculating the total return on our common stock for the year ended December 31, 2024.
Our stock price was $30.01 as of December 31, 2025 (the last business day of fiscal year 2025). This price was used for purposes of calculating the total return on our common stock for the year ended December 31, 2025.
(WERN) $ 100 $ 109 $ 134 $ 115 $ 122 $ 105 Standard & Poor’s 500 $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 2023 Peer Group $ 100 $ 131 $ 212 $ 175 $ 228 $ 206 2024 Peer Group $ 100 $ 115 $ 163 $ 145 $ 166 $ 152 Assuming the investment of $100 on December 31, 2019, and reinvestment of all dividends, the graph above compares the cumulative total stockholder return on our common stock for the last five fiscal years with the cumulative total return of Standard & Poor’s 500 Market Index and our Peer Groups over the same period.
(WERN) $ 100 $ 123 $ 105 $ 112 $ 96 $ 82 Standard & Poor’s 500 $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 Peer Group $ 100 $ 142 $ 126 $ 144 $ 132 $ 135 Assuming the investment of $100 on December 31, 2020, and reinvestment of all dividends, the graph above compares the cumulative total stockholder return on our common stock for the last five fiscal years with the cumulative total return of Standard & Poor’s 500 Market Index and our Peer Group over the same period.
Removed
In 2024, we selected a new Peer Group which includes companies in the trucking industry that are more similar to us than the companies included in the 2023 Peer Group.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeChange in Control Severance Plan Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.1 2 Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A. as Syndication Agent Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 19 Werner Enterprises, Inc.
Biggest changeChange in Control Severance Plan Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 10.1 2 Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A. as Syndication Agent Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 10.1 3 First Amendment to Credit Agreement dated as of March 21, 2025 by and among Werner Enterprises, Inc., the Lenders party hereto and Wells Fargo Bank, National Association, in its capacities as the Administrative Agent, the Swingline Lender and an Issuing Lender Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 62 Table of Contents Exhibit Number Description Incorporated by Reference to: 10.1 4 Loan and Security Agreement dated as of March 27, 2025 by and among Werner Receivables Company, LLC as Borrower, the Persons From Time to Time Party Hereto, as Lenders and as Group Agents, The Toronto-Dominion Bank as Administrative Agent, and Werner Enterprises, Inc. as Initial Servicer Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 27, 2025 10.1 5 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 Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 19 Werner Enterprises, Inc.
Clawback Policy, effective as of December 1, 2023 Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the years ended December 31, 2024, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iii) Consolidated Balance Sheets as of December 31, 2024 and 2023, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the years ended December 31, 2024, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2024. 104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101).
Clawback Policy, effective as of December 1, 2023 Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Balance Sheets as of December 31, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the years ended December 31, 2025, 2024 and 2023, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2025. 63 Table of Contents Exhibit Number Description Incorporated by Reference to: 104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101).
Item 5.02 on the Company’s Current Report on Form 8-K dated February 13, 2025 1 0 .7 Form of Restricted Stock Award Agreement Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2009 10. 8 Form of Restricted Stock Award Agreement, effective May 9, 2023 Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 10. 9 Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022 Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022 10. 10 Form of Performance-Based Restricted Stock Award Agreement, effective February 9, 2024 Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2024 10.1 1 Werner Enterprises, Inc.
Item 5.02 on the Company ’ s Cur rent Report on Form 8-K dated February 12 , 2026 10. 7 Form of Restricted Stock Award Agreement Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2009 10. 8 Form of Restricted Stock Award Agreement, effective May 9, 2023 Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 10. 9 Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022 Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022 10. 10 Form of Performance-Based Restricted Stock Award Agreement, effective February 9, 2024 Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2024 10.1 1 Werner Enterprises, Inc.
Insider Trading Policy, effective as of February 14, 2025 Filed herewith 21 Subsidiaries of the Registrant Filed herewith 23.1 Consent of KPMG LLP Filed herewith 61 Table of Contents Exhibit Number Description Incorporated by Reference to: 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.
Insider Trading Policy, effective as of February 14, 2025 Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 21 Subsidiaries of the Registrant Filed herewith 23.1 Consent of KPMG LLP 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.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeOther Information 59 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 59 PART III Item 10. Directors, Executive Officers and Corporate Governance 59 Item 11. Executive Compensation 59 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 59 Item 13. Certain Relationships and Related Transactions, and Director Independence 60 Item 14.
Biggest changeOther Information 60 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 60 PART III Item 10. Directors, Executive Officers and Corporate Governance 60 Item 11. Executive Compensation 60 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 61 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14.
Form 10-K Summary 62 Table of Contents This Annual Report on Form 10-K for the year ended December 31, 2024 (this “Form 10-K”) and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates and projections as of the date of this filing. Actual results may differ materially from those expressed in such forward-looking statements.
Form 10-K Summary 64 Table of Contents This Annual Report on Form 10-K for the year ended December 31, 2025 (this “Form 10-K”) and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates and projections as of the date of this filing. Actual results may differ materially from those expressed in such forward-looking statements.
Principal Accountant Fees and Services 60 PART IV Item 15. Exhibit and Financial Statement Schedules 60 Item 16.
Principal Accountant Fees and Services 61 PART IV Item 15. Exhibit and Financial Statement Schedules 61 Item 16.
Item 6. Reserved 16 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 16 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 26 Item 8. Financial Statements and Supplementary Data 27 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 Item 9A. Controls and Procedures 57 Item 9B.
Item 6. Reserved 15 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 15 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 25 Item 8. Financial Statements and Supplementary Data 26 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 58 Item 9A. Controls and Procedures 58 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeNet capital expenditures (primarily revenue equipment) in 2025 currently are expected to b e in the ran ge of $185 million to $235 million. 17 Table of Contents 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. 2024 2023 Percentage Change in Dollar Amounts (in thousands) $ % $ % % Operating revenues $ 3,030,258 100.0 $ 3,283,499 100.0 (7.7) Operating expenses: Salaries, wages and benefits 1,034,877 34.1 1,072,558 32.7 (3.5) Fuel 275,413 9.1 345,001 10.5 (20.2) Supplies and maintenance 246,061 8.1 256,494 7.8 (4.1) Taxes and licenses 97,230 3.2 102,684 3.1 (5.3) Insurance and claims 145,398 4.8 138,516 4.2 5.0 Depreciation and amortization 290,405 9.6 299,509 9.1 (3.0) Rent and purchased transportation 844,870 27.9 886,284 27.0 (4.7) Communications and utilities 17,195 0.6 18,480 0.6 (7.0) Other 12,661 0.4 (12,443) (0.4) (201.8) Total operating expenses 2,964,110 97.8 3,107,083 94.6 (4.6) Operating income 66,148 2.2 176,416 5.4 (62.5) Total other expense, net 23,666 0.8 28,635 0.9 (17.4) Income before income taxes 42,482 1.4 147,781 4.5 (71.3) Income tax expense 8,912 0.3 35,491 1.1 (74.9) Net income 33,570 1.1 112,290 3.4 (70.1) Net loss attributable to noncontrolling interest 663 — 92 — 620.7 Net income attributable to Werner $ 34,233 1.1 $ 112,382 3.4 (69.5) 18 Table of Contents The following tables set forth the operating revenues, operating expenses and operating income 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. 2024 2023 TTS segment (in thousands) $ % $ % % Chg Trucking revenues, net of fuel surcharge $ 1,836,581 $ 1,949,445 (5.8) % Trucking fuel surcharge revenues 263,263 332,388 (20.8) % Non-trucking and other operating revenues 38,449 28,977 32.7 % Operating revenues 2,138,293 100.0 2,310,810 100.0 (7.5) % Operating expenses 2,063,127 96.5 2,141,480 92.7 (3.7) % Operating income $ 75,166 3.5 $ 169,330 7.3 (55.6) % TTS segment 2024 2023 % Chg Average tractors in service 7,619 8,326 (8.5) % Average revenues per tractor per week (1) $ 4,635 $ 4,502 3.0 % Total tractors (at year end) Company 7,155 7,740 (7.6) % Independent contractor 295 260 13.5 % Total tractors 7,450 8,000 (6.9) % Total trailers (at year end) 25,495 27,850 (8.5) % One-Way Truckload Trucking revenues, net of fuel surcharge (in 000’s) $ 672,598 $ 713,762 (5.8) % Average tractors in service 2,695 3,042 (11.4) % Total tractors (at year end) 2,610 2,735 (4.6) % Average percentage of empty miles 15.25 % 14.36 % 6.2 % Average revenues per tractor per week (1) $ 4,799 $ 4,512 6.4 % Average % change in revenues per total mile (1) (1.2) % (5.5) % Average % change in total miles per tractor per week 7.6 % 2.2 % Average completed trip length in miles (loaded) 582 595 (2.2) % Dedicated Trucking revenues, net of fuel surcharge (in 000’s) $ 1,163,983 $ 1,235,683 (5.8) % Average tractors in service 4,924 5,284 (6.8) % Total tractors (at year end) 4,840 5,265 (8.1) % Average revenues per tractor per week (1) $ 4,546 $ 4,496 1.1 % (1) Net of fuel surcharge revenues 19 Table of Contents 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, as well as certain statistical data regarding the Werner Logistics segment. 2024 2023 Werner Logistics segment (in thousands) $ % $ % % Chg Operating revenues $ 831,337 100.0 $ 910,433 100.0 (8.7) % Operating expenses: Purchased transportation expense 707,493 85.1 761,948 83.7 (7.1) % Other operating expenses 124,725 15.0 132,606 14.6 (5.9) % Total operating expenses 832,218 100.1 894,554 98.3 (7.0) % Operating income (loss) $ (881) (0.1) $ 15,879 1.7 (105.5) % Werner Logistics segment 2024 2023 % Chg Average tractors in service 22 37 (40.5) % Total tractors (at year end) 18 35 (48.6) % Total trailers (at year end) 3,170 2,960 7.1 % Total containers (at year end) 200 — N/A 2024 Compared to 2023 Operating Revenues Operating revenues decreased 7.7% in 2024 compared to 2023.
Biggest changeNet capital expenditures (primarily revenue equipment) in 2026 currently are expected to b e in the ran ge of $185 million to $225 million. 16 Table of Contents 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. 2025 2024 Percentage Change in Dollar Amounts (in thousands) $ % $ % % Operating revenues $ 2,974,396 100.0 $ 3,030,258 100.0 (1.8) Operating expenses: Salaries, wages and benefits 1,000,825 33.7 1,034,877 34.1 (3.3) Fuel 247,801 8.3 275,413 9.1 (10.0) Supplies and maintenance 248,212 8.3 246,061 8.1 0.9 Taxes and licenses 90,472 3.0 97,230 3.2 (7.0) Insurance and claims 115,993 3.9 145,398 4.8 (20.2) Depreciation and amortization 286,321 9.6 290,405 9.6 (1.4) Rent and purchased transportation 902,825 30.4 844,870 27.9 6.9 Communications and utilities 15,863 0.5 17,195 0.6 (7.7) Restructuring and impairment 44,225 1.5 — — N/A Other 10,202 0.4 12,661 0.4 (19.4) Total operating expenses 2,962,739 99.6 2,964,110 97.8 — Operating income 11,657 0.4 66,148 2.2 (82.4) Total other expense, net 32,446 1.1 23,666 0.8 37.1 Income (loss) before income taxes (20,789) (0.7) 42,482 1.4 (148.9) Income tax expense 2,209 0.1 8,912 0.3 (75.2) Net income (loss) (22,998) (0.8) 33,570 1.1 (168.5) Net loss attributable to noncontrolling interest 8,599 0.3 663 — 1,197.0 Net income (loss) attributable to Werner $ (14,399) (0.5) $ 34,233 1.1 (142.1) 17 Table of Contents The following tables set forth the operating revenues, operating expenses and operating income 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. 2025 2024 TTS segment (in thousands) $ % $ % % Chg Trucking revenues, net of fuel surcharge $ 1,783,403 $ 1,836,581 (2.9) % Trucking fuel surcharge revenues 229,894 263,263 (12.7) % Non-trucking and other operating revenues 38,647 38,449 0.5 % Operating revenues 2,051,944 100.0 2,138,293 100.0 (4.0) % Operating expenses 2,035,518 99.2 2,063,127 96.5 (1.3) % Operating income $ 16,426 0.8 $ 75,166 3.5 (78.1) % TTS segment 2025 2024 % Chg Average tractors in service 7,437 7,619 (2.4) % Average revenues per tractor per week (1) $ 4,611 $ 4,635 (0.5) % Total tractors (at year end) Company 6,785 7,155 (5.2) % Independent contractor 315 295 6.8 % Total tractors 7,100 7,450 (4.7) % Total trailers (at year end) 25,480 25,495 (0.1) % One-Way Truckload Trucking revenues, net of fuel surcharge (in 000’s) $ 633,853 $ 672,598 (5.8) % Average tractors in service 2,573 2,695 (4.5) % Total tractors (at year end) 2,250 2,610 (13.8) % Average percentage of empty miles 15.83 % 15.25 % 3.8 % Average revenues per tractor per week (1) $ 4,737 $ 4,799 (1.3) % Average % change in revenues per total mile (1) 0.8 % (1.2) % Average % change in total miles per tractor per week (2.1) % 7.6 % Average completed trip length in miles (loaded) 572 582 (1.7) % Dedicated Trucking revenues, net of fuel surcharge (in 000’s) $ 1,149,550 $ 1,163,983 (1.2) % Average tractors in service 4,864 4,924 (1.2) % Total tractors (at year end) 4,850 4,840 0.2 % Average revenues per tractor per week (1) $ 4,548 $ 4,546 — % (1) Net of fuel surcharge revenues 18 Table of Contents 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. 2025 2024 Werner Logistics segment (in thousands) $ % $ % % Chg Operating revenues $ 856,863 100.0 $ 831,337 100.0 3.1 % Operating expenses: Purchased transportation expense 734,859 85.8 707,493 85.1 3.9 % Other operating expenses 115,328 13.4 124,725 15.0 (7.5) % Total operating expenses 850,187 99.2 832,218 100.1 2.2 % Operating income (loss) $ 6,676 0.8 $ (881) (0.1) (857.8) % Werner Logistics segment 2025 2024 % Chg Average tractors in service 23 22 4.5 % Total tractors (at year end) 27 18 50.0 % Total trailers (at year end) 3,300 3,170 4.1 % Total containers (at year end) 375 200 87.5 % 2025 Compared to 2024 Operating Revenues and Operating Profitability Operating revenues decreased $55.9 million, or 1.8%, in 2025 compared to 2024.
Our elevated insurance and claims expense is a reflection of the ongoing unprecedented rise in verdicts and litigation settlements across the industry, particularly for larger carriers. In contrast to these trends, in 2024 we produced near 20-year record lows in DOT preventable accidents per million miles, trailing only 2023.
Our elevated insurance and claims expense is a reflection of the ongoing unprecedented rise in verdicts and litigation settlements across the industry, particularly for larger carriers. In contrast to these trends, in 2025 we produced near 20-year record lows in DOT preventable accidents per million miles, trailing only 2023.
The MD&A is organized in the following sections: • Cautionary Note Regarding Forward-Looking Statements • Business Acquisitions • Overview • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates Cautionary Note Regarding Forward-Looking Statements: This Annual Report on Form 10-K contains historical information and forward-looking statements based on information currently available to our management.
The MD&A is organized in the following sections: • Cautionary Note Regarding Forward-Looking Statements • Overview • Results of Operations • Liquidity and Capital Resources • Critical Accounting Estimates Cautionary Note Regarding Forward-Looking Statements: This Annual Report on Form 10-K contains historical information and forward-looking statements based on information currently available to our management.
We may also be affected by our customers’ financial failures or loss of customer business. 16 Table of Contents 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.
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.
We renewed our liability insurance policies on August 1, 2024 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.
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.
As discussed further in the comparison of operating results for 2024 to 2023, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.
As discussed further in the comparison of operating results for 2025 to 2024, several industry-wide issues have caused, and could continue to cause, costs to increase in future periods.
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 22 Table of Contents 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.
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.
These revenues represent 20 Table of Contents 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.
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.
The tables on pages 18 through 20 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 prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.
The tables on pages 17 through 19 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 prior year, as well as the operating ratios, operating margins, and certain statistical information for our two reportable segments, TTS and Werner Logistics.
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 operating units.
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.
We currently estimate our full year 2025 effective income tax rate to be approximately 25.0% to 26.0%. 2023 Compared to 2022 For a comparison of the Company’s results of operations for the fiscal year ended December 31, 2023 to the fiscal year ended December 31, 2022, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on February 26, 2024.
We estimate our full year 2026 effective income tax rate to be approximately 25.5% to 26.5%. 2024 Compared to 2023 For a comparison of the Company’s results of operations for the fiscal year ended December 31, 2024 to the fiscal year ended December 31, 2023, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations , in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 26, 2025.
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.
We exclude such revenues from the statistical calculations. 15 Table of Contents 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.
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 facility, as management deems necessary. We provide non-trucking services primarily through the three operating units within our Werner Logistics segment (Truckload Logistics, Intermodal, and Final Mile).
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).
An independent actuary reviews our calculation of the undiscounted self-insurance reserves for bodily injury and property damage claims at year-end.
An independent actuary reviews our calculation of the undiscounted self-insurance reserves for bodily injury and property damage 24 Table of Contents claims at year-end.
Operating Expenses Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 97.8% in 2024 compared to 94.6% in 2023. Expense items that impacted the overall operating ratio are described on the following pages.
Operating Expenses Our operating ratio (operating expenses expressed as a percentage of operating revenues) was 99.6% in 2025 compared to 97.8% in 2024. Expense items that impacted the overall operating ratio are described on the following pages.
For the policy year that began August 1, 2023 we were responsible for the first $10.0 million per claim on all claims with an annual $12.5 million aggregate for claims between $10.0 million and $20.0 million. We maintain liability insurance coverage with insurance carriers in excess of the $15.0 million per claim.
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.
We were able to make net capital expenditures, repay debt, make strategic investments, pay dividends, and repurchase company stock with the net cash provided by operating activities and existing cash balances, supplemented by borrowings under our existing credit facility. Net cash used in investing activities was $241.4 million during 2024 compared to $434.9 million during 2023.
We were able to make net capital expenditures, repay debt, make strategic investments, pay dividends, and repurchase company stock with the net cash provided by operating activities and existing cash balances, supplemented by borrowings under our existing credit facility. Net cash used in investing activities was $171.6 million during 2025 compared to $241.4 million during 2024.
Considering the freight market outlook, we expect average revenues per total mile, net of fuel surcharge, for the One-Way Truckload fleet to increase in a range of 1% to 4% in the first half of 2025 when compared to the first half of 2024, and we expect Dedicated average revenues per tractor per week, net of fuel surcharge, to remain flat or increase up to 3% in 2025 compared to 2024.
Considering the freight market outlook, we expect average revenues per total mile, net of fuel surcharge, for the One-Way Truckload fleet to remain flat or increase up to 3% in the first half of 2026 when compared to the first half of 2025, and we expect Dedicated average revenues per tractor per week, net of fuel surcharge, to be in the range of a 1% decrease to a 2% increase in 2026 compared to 2025.
We had available liquidity of $460 million, considering cash and cash equivalents on hand and available borrowing capacity of $419 million. As of December 31, 2024, we were in compliance with our debt covenants and expect to continue to be in compliance in 2025. We currently plan to continue paying our quarterly dividend, which we have paid quarterly since 1987.
We had available liquidity of $702 million, considering cash and cash equivalents on hand and available borrowing capacity of $642 million. As of December 31, 2025, we were in compliance with our debt covenants and expect to continue to be in compliance in 2026. We currently plan to continue paying our quarterly dividend, which we have paid quarterly since 1987.
Our material cash requirements include the following contractual and other obligations. • Debt Obligations and Interest Payments – As of December 31, 2024, we had outstanding debt with an aggregate principal amount of $650.0 million, with $20.0 million expected to be paid within 12 months.
Our material cash requirements include the following contractual and other obligations. • Debt Obligations and Interest Payments – As of December 31, 2025, we had outstanding debt with an aggregate principal amount of $752.0 million, with none expected to be paid within 12 months.
At December 31, 2024 and 2023, we had an accrual of $330.6 million and $321.5 million, respectively, for estimated insurance and claims for (i) cargo loss and damage, (ii) bodily injury and property damage, (iii) group health, and (iv) workers’ compensation claims not covered by insurance.
At December 31, 2025 and 2024, we had an accrual of $212.0 million and $330.6 million, respectively, for estimated insurance and claims for (i) cargo loss and damage, (ii) bodily injury and property damage, (iii) group health, and (iv) workers’ compensation claims not covered by insurance.
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 December 31, 2024 is strong. As of December 31, 2024, we had $40.8 million of cash and cash equivalents and $1.5 billion of stockholders’ equity.
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 December 31, 2025 is strong. As of December 31, 2025, we had $59.9 million of cash and cash equivalents and $1.4 billion of stockholders’ equity.
Werner Logistics recorded revenue and brokered freight expense of $14.4 million in 2024 and $17.7 million in 2023 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 recorded revenue and brokered freight expense of $9.3 million in 2025 and $14.4 million in 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.
See Note 5 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our lease obligations and the timing of expected future payments. • Purchase Obligations – As of December 31, 2024, we have committed to property and equipment purchases of approximately $47.7 million within the next 12 months.
See Note 5 in the Notes to 23 Table of Contents Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our lease obligations and the timing of expected future payments. • Purchase Obligations – As of December 31, 2025, we have committed to property and equipment purchases of approximately $24.9 million within the next 12 months.
We continued to invest in new tractors and trailers, technology, and our terminal network in 2024 to improve our driver experience, increase operational efficiency and more effectively manage our maintenance, safety and fuel costs. Rent and purchased transportation expense decreased $41.4 million, or 4.7%, in 2024 compared to 2023 and increased 0.9% as a percentage of operating revenues.
We continued 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 $58.0 million, or 6.9%, in 2025 compared to 2024 and increased 2.5% as a percentage of operating revenues.
At the end of 2024, we believe we are well positioned with a strong balance sheet and sufficient liquidity. Our debt is at $650 million, or a net debt ratio (debt less cash) of 1.6 times earnings before interest, income taxes, depreciation and amortization for the year ended December 31, 2024.
At the end of 2025, we believe we are well positioned with a strong balance sheet and sufficient liquidity. Our debt is at $752 million, or a net debt ratio (debt less cash) of 2.0 times earnings before interest, income taxes, depreciation and amortization, and restructuring and impairment for the year ended December 31, 2025.
Depreciation and amortization expense decreased $9.1 million, or 3.0%, in 2024 compared to 2023 and increased 0.5% 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.
Depreciation and amortization expense decreased $4.1 million, or 1.4%, in 2025 compared to 2024 and remained flat 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.
Werner Logistics recorded revenue and brokered freight expense of $14.4 million in 2024 and $17.7 million in 2023 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 revenues decreased 8.7% to $831.3 million in 2024 from $910.4 million in 2023.
Werner Logistics recorded revenue and brokered freight expense of $9.3 million in 2025 and $14.4 million in 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 revenues increased 3.1% to $856.9 million in 2025 from $831.3 million in 2024.
As of December 31, 2024, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. Supplies and maintenance decreased $10.4 million, or 4.1%, in 2024 compared to 2023 and increased 0.3% as a percentage of operating revenues.
As of December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations. Supplies and maintenance increased $2.2 million, or 0.9%, in 2025 compared to 2024 and increased 0.2% as a percentage of operating revenues.
This cash outlay currently results in approximately $9 million per quarter.
This cash outlay currently results in approximately $8.4 million per quarter.
We plan to continue paying a quarterly dividend, which currently results in a cash outlay of approximately $9 million per quarter. Cash Flows We generated cash flow from operations of $329.7 million during 2024, a 30.5% or $144.6 million decrease in cash flows compared to $474.4 million during 2023.
We plan to continue paying a quarterly dividend, which currently results in a cash outlay of approximately $8.4 million per quarter. Cash Flows We generated cash flow from operations of $181.8 million during 2025, a 44.9% or $147.9 million decrease in cash flows compared to $329.7 million during 2024.
Trucking revenues, net of fuel surcharge, decreased 5.8% in 2024 compared to 2023 due to an 8.5% decrease in the average number of tractors in service, partially offset by a 3.0% increase in average revenues per tractor per week, net of fuel surcharge. During 2024, One-Way Truckload average revenues per total mile, net of fuel surcharge, decreased 1.2%.
TTS average revenues per tractor per week, net of fuel surcharge, decreased due primarily to a 2.1% decrease in One-Way Truckload average total miles per tractor per week, partially offset by a 0.8% increase in One-Way Truckload revenues per total mile, net of fuel surcharge. One-Way Truckload average tractors in service decreased 4.5% in 2025 compared to 2024.
Salaries, wages and benefits decreased $37.7 million, or 3.5%, in 2024 compared to 2023 and increased 1.4% as a percentage of operating revenues.
Salaries, wages and benefits decreased $34.1 million, or 3.3%, in 2025 compared to 2024 and decreased 0.4% as a percentage of operating revenues.
A 10% change in actuarial estimates for insurance and claims for bodily injury and property damage at December 31, 2024, would have changed our insurance and claims accrual by approximately $26.0 million. 25 Table of Contents
A 10% change in actuarial estimates for insurance and claims for bodily injury and property damage at December 31, 2025, would have changed our insurance and claims accrual by approximately $14.6 million.
As of December 31, 2024, we had fixed lease payment obligations of $57.3 million, with $17.4 million payable within 12 months.
As of December 31, 2025, we had fixed lease payment obligations of $46.1 million, with $17.1 million payable within 12 months.
See Note 8 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our debt and the timing of expected future principal payments. • Operating Leases – We have entered into operating leases primarily for real estate.
See Note 8 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our credit facilities and the timing of expected future principal payments.
We also incurred insurance and claims expense of $4.5 million and $5.7 million in 2024 and 2023, respectively, for accrued interest related to a previously-disclosed adverse jury verdict rendered on May 17, 2018, which we are continuing to defend.
We also incurred insurance and claims expense of $4.5 million in 2024 for accrued interest related to the adverse jury verdict rendered on May 17, 2018.
Average diesel fuel prices, excluding fuel taxes, for the full year 2024 were 42 cents per gallon lower than the full year 2023, a 14% decrease. 21 Table of Contents 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.
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.
Through February 16, the average diesel fuel price per gallon in 2025 was approximately 21 cents lower than the average diesel fuel price per gallon in the same period of 2024 and approxima te ly 26 cents lower than the average for first quarter 2024.
Through February 16, the average diesel fuel price per gallon in 2026 was 14 cents lower than the average diesel fuel price per gallon in the same period of 2025 and 10 cents lower than the average for first quarter 2025.
We had higher expense for large dollar liability claims, primarily due to a higher amount of unfavorable reserve development and higher expense for new claims. These increases were partially offset by lower expense for small dollar liability claims, resulting primarily from a higher amount of favorable reserve development and lower expense for new claims.
We had higher expense for large dollar liability claims, resulting primarily from higher amount of unfavorable reserve development. Our expense for small dollar liability claims was also higher, primarily due to a lower amount of favorable reserve development and 21 Table of Contents higher expense for new claims.
Future interest payments associated with our debt obligations are estimated to be $120.4 million through 2028, with $39.7 million payable within 12 months.
As of December 31, 2025, future interest payments associated with our debt obligations are estimated to be $87.8 million through 2028, with $40.7 million payable within 12 months.
Fuel decreased $69.6 million, or 20.2%, in 2024 compared to 2023 and decreased 1.4% as a percentage of operating revenues due to lower average diesel fuel prices and 38.7 million fewer company tractor miles in 2024.
Fuel decreased $27.6 million, or 10.0%, in 2025 compared to 2024 and decreased 0.8% as a percentage of operating revenues due to lower average diesel fuel prices and 47.0 million fewer company tractor miles in 2025.
Werner Logistics purchased transportation expense decreased $54.5 million as a result of lower logistics revenues, but increased to 85.1% as a percentage of Werner Logistics revenues in 2024 from 83.7% in 2023 due to the competitive operating environment in 2024.
Werner Logistics purchased transportation expense increased $27.4 million as a result of higher logistics revenues, and increased to 85.8% as a percentage of Werner Logistics revenues in 2025 from 85.1% in 2024 due to the competitive operating environment in 2025.
These increases were partially offset by decreased costs associated with professional technology services and decreased bad debt expense. 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).
Werner litigation discussed above and increased bad debt expense. 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).
We intend to fund these net capital expenditures through cash flows from operations and financing available under our existing credit facility, if necessary.
We intend to fund these net capital expenditures through cash flows from operations and financing available under our existing credit facilities, if necessary. Net financing activities provided $7.3 million during 2025 compared to using $105.7 million during 2024.
We believe our liquid assets, cash generated from operating activities, and borrowing capacity under our existing credit facility will provide sufficient funds to meet our cash requirements and our planned stockholder returns for the foreseeable future.
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.
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.
As of December 31, 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.
The decrease in net cash provided by operating activities was due primarily to a decrease in net income during 2024 and working capital changes.
The decrease in net cash provided by operating activities was due primarily to working capital changes and a decrease in net income and insurance,claims and other long-term accruals during 2025, partially offset by restructuring costs recorded in 2025.
Other Expense (Income) Other expense, net of other income, decreased $5.0 million in 2024 compared to 2023 due primarily to an $8.2 million increase in the amount of gains on our investments in equity securities and a $1.6 million increase in the amount of earnings from our equity method investment (see Note 7 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K for information regarding our investments), partially offset by a $5.5 million increase in net interest expense.
Other Expense (Income) Other expense, net of other income, increased $8.8 million in 2025 compared to 2024 due primarily to an $7.9 million decrease in the amount of net earnings recognized from our investments (see Note 7 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K for information regarding our investments).
Supplies and maintenance expense decreased due primarily to lower driver and placement driver-related costs such as lodging, driver advertising, and maintenance supplies, lower costs for tires and over-the-road repairs, and the impact of 38.7 million fewer company tractor miles in 2024. These decreases were partially offset by higher costs for tolls.
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 47.0 million fewer company tractor miles in 2025.
We expect net interest expense to be flat in 2025 compared to 2024, higher in the first half and lower in the second half of 2025. Income Tax Expense Income tax expense decreased $26.6 million in 2024 compared to 2023, due primarily to lower pre-tax income and a decrease in the effective income tax rate.
We expect net interest expense to increase in 2026 compared to 2025, as we anticipate higher average outstanding debt in 2026 due primarily to the previously mentioned acquisition of FirstFleet. Income Tax Expense Income tax expense decreased $6.7 million in 2025 compared to 2024, due primarily to lower pre-tax income and a decrease in the effective income tax rate.
Intermodal revenues (13% of total Werner Logistics segment revenues) increased $2.3 million, or 2%, in 2024, due to an increase in shipments, partially offset by a decline in revenue per shipment. Final Mile revenues (11% of total Werner Logistics segment revenues) decreased $9.2 million, or 9%, in 2024 due to lower volume for furniture and appliances.
Intermodal revenues (15% of total Werner Logistics segment revenues) increased $17.1 million, or 16%, in 2025, due to a 17% increase in shipments and flat revenue per shipment. Final Mile revenues (10% of total Werner Logistics segment revenues) decreased $4.7 million, or 5%, in 2025 due to lower volume for furniture and appliances.
We ended 2024 with 7,450 tractors in the TTS segment, a year-over-year decrease of 550 tractors compared to the end of 2023. Within TTS, Dedicated ended 2024 with 4,840 tractors (or 65% of our total TTS segment fleet) compared to 5,265 tractors (or 66%) at the end of 2023.
Within TTS, Dedicated ended 2025 with 4,850 tractors (or 68% of our total TTS segment fleet) compared to 4,840 tractors (or 65%) at the end of 2024.
These decreases were partially offset by the higher cost of new tractors and trailers. The average age of our tractor fleet remains low by industry standards and was 2.1 years as of December 31, 2024, and the average age of our trailers was 5.3 years.
These decreases were partially offset by an increase in depreciation for trailers due to higher costs for recent specialty trailer purchases. The average age of our tractor fleet remains low by industry standards and was 2.7 years as of December 31, 2025, and the average age of our trailers was 5.6 years.
Non-driver salaries, wages and benefits in our non-trucking Werner Logistics segment decreased 8.5% in 2024 compared to 2023. We renewed our workers’ compensation insurance coverage on April 1, 2024. 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.
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.
Interest is accrued at $0.5 million per month until such time as the outcome of the litigation is finalized, excluding months where the plaintiffs requested an extension of time to respond to our petition to review.
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 2025.
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.
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.
Rent and purchased transportation expense for the TTS segment increased $9.8 million in 2024 compared to 2023 due primarily to higher cloud-based technology fees, more independent contractor miles, and additional operational facility costs. These increases were partially offset by lower reimbursements to independent contractors because of lower average diesel fuel prices in 2024.
Rent and purchased transportation expense for the TTS segment increased $18.9 million in 2025 compared to 2024 due primarily to more independent contractor miles, higher technology-related costs, and additional operational facility costs. Independent contractor miles increased 6.8 million miles in 2025 and as a percentage of total miles were 6.2% in 2025 compared to 4.9% in 2024.
Cash is invested primarily in short-term money market funds. In addition, we have a $1.075 billion credit facility, for which our total available borrowing capacity was $419.1 million as of December 31, 2024. 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.
Cash is invested primarily in short-term money market funds. In addition, we have a maximum borrowing capacity of $1.4 billion under our credit facilities, for which our total available borrowing capacity was $702.0 million as of December 31, 2025.
Werner Logistics had an operating loss of $0.9 million in 2024 compared to operating income of $15.9 million in 2023, and its operating margin percentage decreased to (0.1)% in 2024 from 1.7% in 2023. The operating environment continues to be competitive, which is pressuring Werner Logistics operating margins.
Werner Logistics had operating income $6.7 million in 2025 compared to an operating loss of $0.9 million in 2024, and its operating margin percentage increased to 0.8% in 2025 from (0.1)% in 2024. The increase in Werner Logistics operating income and operating margin was due primarily to an increase in shipments with gross margin expansion.
Subsequent to May 2024, we entered into three variable-for-fixed interest rate swap agreements with an aggregate notional amount of $225.0 million to limit our exposure to increases in interest rates on a portion of our variable-rate indebtedness (see Note 8 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K for further information on our debt and interest rate swaps).
Net interest expense remained flat in 2025 compared to 2024 (see Note 8 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K for further information on our debt and interest rate swaps).
The Power Only solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of the Truckload Logistics volume in 2024, as Power Only volumes increased over 24% in 2024 compared to 2023.
Truckload Logistics revenues (75% of total Werner Logistics segment revenues) increased $13.1 million, or 2%, compared to 2024, driven by an increase in shipments. The PowerLink solution, which utilizes third-party carriers who provide only a driver and a tractor, represented a growing portion of Truckload Logistics operations in 2025. PowerLink revenues increased 11% in 2025 compared to 2024.
Gains on sales of property and equipment were $15.3 million in 2024, including $7.0 million from the sale of real estate, compared to $42.4 million in 2023. In 2024, we sold fewer tractors and substantially more trailers than in 2023 and realized lower average gains per tractor and trailer due to lower pricing in the market for our used equipment.
Gains on sales of property and equipment were $15.7 million in 2025 compared to $15.3 million, including $7.0 million from the sale of real estate, in 2024.
We did not repurchase any shares of common stock in 2023. On May 14, 2024, 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.
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. 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.
Our liability insurance premiums for the policy year that began August 1, 2024 are lower than premiums for the previous policy year as a result of changes in our retention level and aggregate insurance limits.
Our liability insurance premiums for the policy year that began August 1, 2025 are slightly higher than premiums for the previous policy year.
For additional information related to this lawsuit, see Note 12 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K. 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.
For additional information related to this legal proceeding, see Note 12 in the Notes to Consolidated Financial Statements set forth in Part II of this Form 10-K. The favorable impact of the liability reversal was partially offset by higher expense for liability claims.
The lower dollar amount of salaries, wages and benefits expense in 2024 was due primarily to the impact of 38.7 million fewer company tractor miles and decreased non-driver pay, partially offset by higher benefit costs resulting primarily from elevated health care claims. The decrease in non-driver pay was due primarily to a smaller average number of non-driver employees.
The lower dollar amount of salaries, wages and benefits expense in 2025 was due primarily to the impact of 47.0 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.
Other operating expenses increased $25.1 million in 2024 compared to 2023 and increased 0.8% as a percentage of operating revenues due primarily to lower gains on sales of property and equipment (primarily used tractors and trailers) and the impact of a $2.7 million net favorable change to a contingent earnout in 2023 related to the ReedTMS acquisition.
Other operating expenses decreased $2.5 million in 2025 compared to 2024 and remained flat 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, partially offset by legal fees related to the Abarca et al. v.
Trucking fuel surcharge revenues decreased 20.8% to $263.3 million in 2024 from $332.4 million in 2023 due primarily to lower average diesel fuel prices and the impact of 38.7 million fewer company tractor miles.
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 12.7% to $229.9 million in 2025 from $263.3 million in 2024 due primarily to the impact of 47.0 million fewer company tractor miles and lower average diesel fuel prices.
Net financing activities used $105.7 million during 2024 compared to $87.1 million during 2023. We had net borrowings on our debt of $1.3 million during 2024, slightly increasing our outstanding debt to $650.0 million at December 31, 2024. We had net repayments on our debt of $45.0 million during 2023.
We had net borrowings on our debt of $102.0 million during 2025, increasing our outstanding debt to $752.0 million at December 31, 2025. We had net borrowings on our debt of $1.3 million during 2024. We paid dividends of $34.1 million during 2025 and $35.1 million during 2024, and we currently plan to continue paying a quarterly dividend.
TTS had operating income of $75.2 million in 2024 compared to $169.3 million in 2023, and its operating margin percentage decreased to 3.5% in 2024 from 7.3% in 2023. We believe rate improvements, as a result of our continued pricing discipline, will be the greatest lift to TTS operating margins going forward.
TTS segment had operating income of $16.4 million in 2025 compared to $75.2 million in 2024, and its operating margin percentage decreased to 0.8% in 2025 from 3.5% in 2024.
Our effective income tax rate (income taxes expressed as a percentage of income before income taxes) was 21.0% in 2024 compared to 24.0% in 2023. The lower income tax rate was attributed primarily to certain discrete 23 Table of Contents return-to-provision adjustments for a prior year.
Our effective income tax rate (income taxes expressed as a percentage of income (loss) before income taxes) decreased to (10.6)% in 2025 compared to 21.0% in 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 acquired entities and a subsidiary located in Mexico.
Net property and equipment additions (primarily revenue equipment) were $234.9 million during 2024 compared to $408.7 million during 2023. We currently estimate net capital expenditures (primarily revenue equipment) in 2025 to be in the range of $185 million to $235 million, which is lower than historical ranges as our portfolio evolves to be more asset light.
These factors, combined with a deliberate shift to a more asset light operational mix resulted in net capital expenditures below our historical range in 2025. We currently estimate net capital expenditures (primarily revenue equipment) in 2026 to be in the range of $185 million to $255 million.
We currently expect our TTS segment fleet size at the end of 2025 to increase in a range of 1% to 5% when compared to the fleet size at the end of 2024, with more weighted to the second half of the year.
We currently expect our TTS segment fleet size at the end of 2026 to increase in a range of 23% to 28% when compared to the fleet size at the end of 2025, which includes FirstFleet tractors. We cannot predict whether future driver shortages, if any, would have a further adverse effect on our fleet size.
The average number of tractors in service in the TTS segment decreased 8.5% to 7,619 in 2024 compared to 8,326 in 2023. The prolonged weak freight market combined with the impact from certain fleet losses as a result of maintaining our pricing and operating margin discipline resulted in fewer tractors at the end of 2024.
The prolonged weak freight market combined with the implementation of our One-Way Truckload restructuring plan resulted in fewer tractors at the end of 2025, as we ended 2025 with 7,100 tractors in the TTS segment, a year-over-year decrease of 350 tractors compared to the end of 2024.
We paid dividends of $35.1 million during 2024 and $34.2 million during 2023. We increased our quarterly dividend rate by $0.01 per share, or 8%, beginning with the quarterly dividend paid in July 2023. Financing activities for 2024 also included common stock repurchases of 1,787,810 shares at a cost of $67.1 million.
Financing activities for 2025 also included common stock repurchases of 2,113,007 shares at a cost of $55.6 million, including broker commissions and excise taxes. Financing activities for 2024 included common stock repurchases of 1,787,810 shares at a cost of $67.1 million, including broker commissions and excise taxes.
Removed
Business Acquisitions: We acquired the following entities in 2022: • 100% of ReedTMS on November 5, 2022. Freight brokerage and truckload revenues generated by ReedTMS are reported in our Werner Logistics segment and in Dedicated within our TTS segment, respectively. • 100% of Baylor on October 1, 2022.
Added
When comparing 2025 to 2024, TTS segment revenues decreased $86.3 million, or 4.0%, and Werner Logistics segment revenues increased $25.5 million, or 3.1%. We had operating income of $11.7 million in 2025 compared to $66.1 million in 2024, and our operating margin percentage decreased to 0.4% in 2025 from 2.2% in 2024.
Removed
Revenues generated by Baylor are reported in One-Way Truckload within our TTS segment. Additional information regarding these acquisitions is included in Note 2 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K.
Added
Our consolidated and TTS segment operating results in 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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe interest rates on our credit facility are based on Secured Overnight Financing Rate (“SOFR”). See Note 8 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our debt and interest rate swaps.
Biggest changeInterest on our credit facilities is based on variable rates, including the Secured Overnight Financing Rate (“SOFR”) and commercial paper rate. See Note 8 in the Notes to Consolidated Financial Statements under Item 8 of Part II of this Form 10-K for further detail of our debt and interest rate swaps.
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 December 31, 2024, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.
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 December 31, 2025, we had no derivative financial instruments to reduce our exposure to fuel price fluctuations.
Foreign currency translation losses were $7.4 million for the year ended December 31, 2024 and gains were $6.1 million for the year ended December 31, 2023. These gains and losses were recorded in accumulated other comprehensive loss within stockholders’ equity in the consolidated balance sheets. The exchange rate between the Mexican Peso and the U.S.
Foreign currency translation gains were $4.2 million for the year ended December 31, 2025 and losses were $7.4 million for the year ended December 31, 2024. These gains and losses were recorded in accumulated other comprehensive loss within stockholders’ equity on the consolidated balance sheets. The exchange rate between the Mexican Peso and the U.S.
Dollar was 20.27 Pesos to $1.00 at December 31, 2024 compared to 16.89 Pesos to $1.00 at December 31, 2023. Interest Rate Risk We manage interest rate exposure through a mix of variable interest rate debt and interest rate swap agreements.
Dollar was 17.97 Pesos to $1.00 at December 31, 2025 compared to 20.27 Pesos to $1.00 at December 31, 2024. Interest Rate Risk We manage interest rate exposure through a mix of variable interest rate debt and interest rate swap agreements.
We had $355.0 million of variable interest rate debt outstanding at December 31, 2024, for which the interest rate is effectively fixed at 5.97% with interest rate swap agreements to reduce our exposure to interest rate increases. In addition, we had $295.0 million of variable interest rate debt outstanding at December 31, 2024.
We had $375.0 million of variable interest rate debt outstanding at December 31, 2025, for which the interest rate is effectively fixed at 5.91% with interest rate swap agreements to reduce our exposure to interest rate increases. In addition, we had $377.0 million of variable interest rate debt outstanding at December 31, 2025.
Assuming this level of borrowing, a hypothetical one-percentage point increase in the SOFR interest rate would increase our interest expense by approximately $3.1 million for the next 12-month period. 26 Table of Contents
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 $4.2 million for the next 12-month period. 25 Table of Contents

Other WERN 10-K year-over-year comparisons