WERNER ENTERPRISES INC 10-Q

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities. On May 14, 2024, the Board of Directors approved a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock. We disclosed this authorization on May 15, 2024 in a Form 8-K. Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization that was approved on November 9, 2021, which had 1,627,651 shares rem aining available for repurchase . As of June 30, 2024, the Company had purchased 1,103,651 shares pursuant to the new authorization and had 3,896,349 shares rem aining 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 The authorization will continue unless withdrawn by the Board of Directors.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 second quarter 2024 made pursuant to the November 2021 (516,341 shares) and May 2024 (1,103,651 shares) stock repurchase authorizations. The Company did not purchase any shares during second quarter 2024 other than pursuant to these authorizations. 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 (1) 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 April 1-30, 2024 — $ — — 2,143,992 May 1-31, 2024 1,293,609 $ 37.09 1,293,609 4,222,732 June 1-30, 2024 326,383 $ 36.82 326,383 3,896,349 Total 1,619,992 $ 37.04 1,619,992 (1) Average price paid per share for open market purchases include broker commissions, but exclude excise tax.