What Werner Enterprises, Inc. told the SEC could break it.

Diesel fuel is one of Werner's largest operating costs, and it discloses that the price and availability of diesel are subject to fluctuations driven by global oil production, refining capacity, regulatory changes, seasonality, weather and other market factors. Its customer fuel-surcharge programs (tied to the DOE weekly retail on-highway diesel index) recover a majority, but not all, of higher fuel prices, and shortages/rationing of petroleum products could materially affect operations and profitability. A central petroleum-commodity input dependence with incomplete pass-through, tying margins to crude/diesel markets.

“The price and availability of diesel fuel are subject to fluctuations attributed to changes in the level of global oil production, refining capacity, regulatory changes, seasonality, weather and other market factors.”

Although Werner has a diversified freight base, it depends on a relatively small number of customers: in 2025 its largest 5, 10, 25 and 50 customers comprised approximately 38%, 50%, 68% and 79% of revenues respectively, and its top 50 customers are 66% concentrated in retail and consumer-products industries. It does not have long-term contractual relationships with many of its key One-Way Truckload customers (Dedicated contracts run two to five years), so a downturn in retail freight demand or the loss of several large customers would materially affect revenue. (Its single largest customer, Dollar General at ~11%, is captured as an edge.) A meaningful customer/end-market concentration.

“During 2025, our largest 5, 10, 25 and 50 customers comprised 38%, 50%, 68% and 79% of our revenues, respectively.”

As a motor carrier, Werner operates under pervasive U.S. transportation regulation by the DOT, the Federal Motor Carrier Safety Administration (FMCSA), DHS and the EPA. The FMCSA governs safety requirements and compliance, drug and alcohol testing, motor-carrier registration, entry-level driver training and drivers' hours of service, while EPA emissions rules affect equipment. Tightening of hours-of-service, driver-qualification, safety-scoring or emissions/clean-truck mandates raises operating costs and can constrain capacity (driver availability), and changes can materially affect the trucking industry. A central, sector-specific regulatory dependence.

“DOT and FMCSA, an agency within DOT, generally govern matters such as safety requirements and compliance, including drug and alcohol testing, registration to engage in motor carrier operations, entry-level driver training, drivers' hours of service”