1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: During third quarter 2023, no Company director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K .
+Added: During first quarter 2024, no Company director or officer adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in Item 408(a) of Regulation S-K .
Exhibit Incorporated by Reference to:
3 unchanged sentences
Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 14, 2018
−Removed: Consulting Services Agreement dated July 1, 2023, between John J.
−Removed: Steele and Werner Enterprises, Inc.
−Removed: Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 1, 2023
+Added: Named Executive Officer Compensation
+Added: Item 5.02 of the Company’s Current Report on Form 8-K dated February 9, 2024
+Added: Form of Performance-Based Restricted Stock Award Agreement, effective February 9, 2024
+Added: Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2024
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)
8 unchanged sentences
Furnished herewith
−Removed: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2023 and 2022, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2023 and 2022, (iii) Consolidated Condensed Balance Sheets as of September 30, 2023 and December 31, 2022, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and nine months ended September 30, 2023 and 2022, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2023.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, formatted in Inline XBRL (included as Exhibit 101).
+Added: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Income for the three months ended March 31, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2024 and 2023, (iii) Consolidated Condensed Balance Sheets as of March 31, 2024 and December 31, 2023, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2024 and 2023, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2024.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline XBRL (included as Exhibit 101).
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.
−Removed: November 8, 2023
/s/ Christopher D.
2 unchanged sentences
Chief Financial Officer
−Removed: November 8, 2023
Executive Vice President and
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.