WERN — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-08

• On January 27, 2026, we acquired 100% of the equity interests of FirstFleet, headquartered in Murfreesboro, Tennessee, for $245.0 million, which includes a maximum $35.0 million earnout based on gross revenue net of fuel surcharge for the period April 1, 2026, through March 31, 2027, and a $5.9 mill…

• We funded these transactions using cash on hand and our existing revolving credit facility, in addition to assuming $57.2 million of finance lease liabilities. Additional information regarding the FirstFleet acquisition is included in Note 2 in the Notes to Consolidated Financial Statements under It…

• our financial results may also be affected by driver safety, medical costs, weather, legal and regulatory environments and insurance coverage costs to protect against catastrophic losses.

• Net loss attributable to noncontrolling interest199 0.1 123 — 61.8

• Average % change in total miles per tractor per week5.7 %(3.5)%

Text removed vs the prior filing · source: 10-Q · 2025-11-07

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

• 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 Logisti…

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

• Operating revenues increased 3.5% for the three months ended September 30, 2025, compared to the same period of the prior year. When comparing third quarter 2025 to third quarter 2024, TTS segment revenues decreased $3.0 million, or 0.6%, and Werner Logistics revenues increased $25.8 million, or 12.…

• Dedicated retention and pipeline remains strong, as we are continuing to see steady momentum in adding new business. Overall demand was below normal seasonality for most of the third quarter 2025, however we did see improvement in One-Way Truckload demand through September and October 2025. The 2025…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• We manage interest rate exposure through a mix of variable interest rate debt and interest rate swap agreements. We had $375.0 million of variable interest rate debt outstanding at March 31, 2026, for which the interest rate is effectively fixed at 5.91% with interest rate swap agreements to reduce …

Text removed vs the prior filing · source: 10-Q · 2025-11-07

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

• We manage interest rate exposure through a mix of variable interest rate debt and interest rate swap agreements. We had $375.0 million of variable interest rate debt outstanding at September 30, 2025, for which the interest rate is effectively fixed at 5.78% with interest rate swap agreements to red…

Text added vs the prior filing · source: 10-Q · 2026-05-08

• As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and pro…

• “Exchange Act”). Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at…

• Due to the January 27, 2026 acquisition date of FirstFleet, management excluded the internal control over financial reporting of FirstFleet from the scope of the assessment of the effectiveness of our disclosure controls and procedures. This exclusion is in accordance with the SEC's general guidance…

• As a result of the acquisition of FirstFleet, management has implemented internal controls over financial reporting to include the consolidation of FirstFleet, as well as acquisition-related accounting and disclosures. The acquisition of FirstFleet represents a material change in internal control ov…

• Management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, except as described above, no changes in our internal control over financial reporting occurred during our most recent fiscal quarter that have materially affec…

Text removed vs the prior filing · source: 10-Q · 2025-11-07

• As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and pro…

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

Text added vs the prior filing · source: 10-Q · 2026-05-08

• In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A (Risk Factors) in our 2025 Form 10-K, which could materially affect our business, financial condition, and future results of operations. The risks described in this form 1…

• We may not realize all of the financial and strategic goals of our FirstFleet acquisition and may incur costs relating to integration.

• We face various risks in connection with our acquisition and continuing integration of FirstFleet, including:

• •We might not integrate FirstFleet's 11 locations into our existing network without service disruptions;

• •We may not realize the benefits or cost savings anticipated to be derived from the FirstFleet acquisition as initially predicted, if at all, for a number of reasons, including if a larger than predicted number of customers decide not to continue to use FirstFleet's or our services;