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, 2023, the Company had purchas ed 3,688,190 shares pursuant to this authorization and had 2,311,810 share s 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 The authorization will continue unless withdrawn by the Board of Directors. No shares of common stock were repurchased during first quarter 2023 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act. 29 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 Named Executive Officer Compensation Item 5.02 of the Company’s Current Report on Form 8-K dated February 10, 2023 ; Item 5.02 of the Company’s Current Report on Form 8-K dated February 23, 2023 10.2 Non-Employee Director Compensation 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 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three months ended March 31, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022, (iii) Consolidated Condensed Balance Sheets as of March 31, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2023 and 2022, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2023. 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL (included as Exhibit 101). 30 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, 2023 By: /s/ Christopher D. Wikoff Christopher D. Wikoff Executive Vice President, Treasurer and Chief Financial Officer Date: May 9, 2023 By: /s/ James L. Johnson James L. Johnson Executive Vice President, Chief Accounting Officer and Corporate Secretary 31