WERNER ENTERPRISES INC 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On November 9, 2021, our Board of Directors approved and announced a new stock repurchase program under which the Company is authorized to repurchase up to 6,000,000 shares of its common stock. As of March 31, 2022, the Company had purchased 1,822,986 shares pursuant to this authorization and had 4,177,014 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 The authorization will continue unless withdrawn by the Board of Directors.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 first quarter 2022 made pursuant to this authorization. The Company did not purchase any shares during first quarter 2022 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. Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs January 1-31, 2022 — $ — — 5,022,114 February 1-28, 2022 414,522 $ 43.27 414,522 4,607,592 March 1-31, 2022 430,578 $ 42.37 430,578 4,177,014 Total 845,100 $ 42.81 845,100 27 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 10.1 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 10.2 Named Executive Officer Compensation Item 5.02 of the Company’s Current Report on Form 8-K dated February 7, 2022 10.3 Non-Employee Director Compensation Filed herewith 10. 4 Credit Agreement, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Filed herewith 10. 5 Revolving Line of Credit Note, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Filed herewith 10. 6 Term Note, dated March 25, 2022 between Werner Enterprises, Inc. and Wells Fargo Bank, National Association Filed herewith 10. 7 Second Amendment to Facility Letter Agreement, dated March 25, 2022 between Werner Enterprises, Inc. and BMO Harris Bank N.A. 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. 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 28 Table of Contents Exhibit No. Exhibit Incorporated by Reference to: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three months ended March 31, 2022 and 2021, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2022 and 2021, (iii) Consolidated Condensed Balance Sheets as of March 31, 2022 and December 31, 2021, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2022 and 2021, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2022. 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline XBRL (included as Exhibit 101). 29 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: May 9, 2022 By: /s/ John J. Steele John J. Steele Executive Vice President, Treasurer and Chief Financial Officer Date: May 9, 2022 By: /s/ James L. Johnson James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary 30