沃纳企业 2025年季度报告

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No☒ As of October31, 2025,59,830,317shares of the registrant’s common stock, par value $0.01 per share, were outstanding. WERNER ENTERPRISES, INC. INDEX PART I – FINANCIAL INFORMATIONCautionary Note Regarding Forward-Looking Statements3Item1.Financial Statements:4Consolidated Statements of Income for the Three andNineMonths EndedSeptember30, 2025 and 20244Consolidated Statements of Comprehensive Income for the Three andNineMonths EndedSeptember30, 2025 and 20245Consolidated Condensed Balance Sheets as ofSeptember30, 2025 and December 31, 20246Consolidated Statements of Cash Flows for theNineMonths EndedSeptember30, 2025 and 20247Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable NoncontrollingInterest for the Three andNineMonths EndedSeptember30, 2025 and 20248Notes to Consolidated Financial Statements (Unaudited) as ofSeptember30, 202510Item2.Management’s Discussion and Analysis of Financial Condition and Results of Operations24Item3.Quantitative and Qualitative Disclosures About Market Risk34Item4.Controls and Procedures35PART II – OTHER INFORMATIONItem 1.Legal Proceedings35Item1A.Risk Factors35Item2.Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities35Item 5.Other Information36Item6.Exhibits37 PART I FINANCIAL INFORMATION Cautionary Note Regarding Forward-Looking Statements: This Quarterly Report on Form 10-Q contains historical information and forward-looking statements based on information currentlyavailable to our management. The forward-looking statements in this report, including those made in Item2 (Management’sDiscussion and Analysis of Financial Condition and Results of Operations) of Part I, are made pursuant to the safe harbor provisionsof the Private Securities Litigation Reform Act of 1995, as amended. These safe harbor provisions encourage reporting companies toprovide prospective information to investors. Forward-looking statements can be identified by the use of certain words, such as“anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar terms and language. We believe theforward-looking statements are reasonable based on currently available information. However, forward-looking statements involverisks, uncertainties and assumptions, whether known or unknown, that could cause our actual results, business, financial condition andcash flows to differ materially from those anticipated in the forward-looking statements. A discussion of important factors relating toforward-looking statements is included in Part I, Item1A (Risk Factors) of our Annual Report on Form 10-K for the year endedDecember31, 2024 (“2024 Form 10-K”). Readers should not unduly rely on the forward-looking statements included in this Form 10-Q because such statements speak only to the date they were made. Unless otherwise required by applicable securities laws, weundertake no obligation or duty to update or revise any forward-looking statements contained herein to reflect subsequent events orcircumstances or the occurrence of unanticipated events. WERNER ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited) WERNER ENTERPRISES, INC.CONSOLIDATED CONDENSED BALANCE SHEETS WERNER ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited) WERNER ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ANDTEMPORARY EQUITY - REDEEMABLE NONCONTROLLING INTEREST(Unaudited) WERNER ENTERPRISES, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ANDTEMPORARY EQUITY - REDEEMABL