WERNER ENTERPRISES INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On May 14, 2019, our Board of Directors approved and announced a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock. As of September 30, 2021, the Company had purchased 3,362,558 shares pursuant to this authorization and had 1,637,442 shares remaining available for repurchase. 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 The authorization will continue unless withdrawn by the Board of Directors. The following table summarizes our stock repurchases during third quarter 2021 made pursuant to this authorization. The Company did not purchase any shares during third quarter 2021 other than pursuant to this authorization. All stock repurchases were made by the Company or on its behalf and not by any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act. 34 Table of Contents Issuer Purchases of Equity Securities Period Total Number of Shares (of Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs July 1-31, 2021 — $ — — 2,686,562 August 1-31, 2021 752,004 $ 45.33 752,004 1,934,558 September 1-30, 2021 297,116 $ 46.00 297,116 1,637,442 Total 1,049,120 $ 45.52 1,049,120 1,637,442 35 Table of Contents Item 6. Exhibits. Exhibit No. Exhibit Incorporated by Reference to: 3(i) Restated Articles of Incorporation of Werner Enterprises, Inc. Exhibit 3(i) to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 3(ii) Revised and Restated By-Laws of Werner Enterprises, Inc. Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 14, 2018 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. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) Furnished herewith 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) Furnished herewith 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2021 and September 30, 2020, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2021 and September 30, 2020, (iii) Consolidated Condensed Balance Sheets as of September 30, 2021 and December 31, 2020, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and September 30, 2020, (v) Consolidated Statements of Stockholders’ Equity for the three months ended September 30, 2021, June 30, 2021, March 31, 2021, September 30, 2020, June 30, 2020 and March 31, 2020, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2021. 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL (included as Exhibit 101). 36 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WERNER ENTERPRISES, INC. Date: November 9, 2021 By: /s/ John J. Steele John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: November 9, 2021 By: /s/ James L. Johnson James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary 37