107 unchanged sentences
Revised and Restated By-Laws of Werner Enterprises, Inc.
−Removed: Exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 14, 2018
+Added: Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024
Description of Common Stock
7 unchanged sentences
Non-Employee Director Compensation
−Removed: Ex hibit 10.2 of the Company ’ s Quar terly Report on Form 10-Q for the quarter ended March 31, 2023
+Added: Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023
+Added: Werner Enterprises, Inc.
+Added: Non-qualified Deferred Compensation Plan, effective January 1, 2025
+Added: Filed herewith
The Executive Nonqualified Excess Plan of Werner Enterprises, Inc., restated
5 unchanged sentences
Item 5.02 of the Company’s Current Report on Form 8-K dated February 23, 2023 ;
−Removed: Item 5.02 of the Company ’ s Current Report on Fo rm 8-K dated February 9 , 2024
−Removed: Compensation Letter Agreement, dated February 7, 2023, between Christopher Wikoff and Werner Enterprises, Inc.
−Removed: Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 23, 2023
+Added: Item 5.02 of the Company’s Current Report on Form 8-K dated February 9, 2024 ;
+Added: Item 5.02 on the Company’s Current Report on Form 8-K dated February 13, 2025
Form of Restricted Stock Award Agreement
4 unchanged sentences
Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022
+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
Werner Enterprises, Inc.
1 unchanged sentence
Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021
−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
−Removed: Facility Letter and Promissory Note Agreement, dated June 30, 2021 between Werner Enterprises, Inc.
−Removed: and BMO Harris Bank N.A.
−Removed: Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021
−Removed: First Amendment to Term Loan Facility Letter, dated December 20, 2022 between Werner Enterprises, Inc.
−Removed: and BMO Harris Bank N.A.
−Removed: Exhibit 10.21 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A.
1 unchanged sentence
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
−Removed: Number Description Incorporated by Reference to:
+Added: Werner Enterprises, Inc.
+Added: Insider Trading Policy, effective as of February 14, 2025
+Added: Filed herewith
Subsidiaries of the Registrant
2 unchanged sentences
Filed herewith
+Added: Number Description Incorporated by Reference to:
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)
10 unchanged sentences
Clawback Policy, effective as of December 1, 2023
−Removed: Filed herewith
+Added: Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023
101 The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2024, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
8 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on this 26th day of February, 2025.
−Removed: Arves /s/ Vikram Mansharamani, Ph.D.
−Removed: Arves Vikram Mansharamani, Ph.D.
+Added: Arves /s/ Carmen A.
+Added: Arves Carmen A.
Director Director
−Removed: Duren /s/ Carmen A.
−Removed: Duren Carmen A.
+Added: Duren /s/ Alexi A.
+Added: Duren Alexi A.
Director Director
/s/ Michelle D.
−Removed: Greene /s/ Alexi A.
−Removed: Greene Alexi A.
−Removed: Director Director
−Removed: Holmes /s/ Christopher D.
−Removed: Holmes Christopher D.
+Added: Greene /s/ Christopher D.
+Added: Greene Christopher D.
Director Executive Vice President, Treasurer
and Chief Financial Officer (Principal Financial Officer)
−Removed: /s/ Michelle D.
−Removed: Livingstone /s/ James L.
−Removed: Livingstone James L.
+Added: Holmes /s/ James L.
+Added: Holmes James L.
Director Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
+Added: /s/ Michelle D.
WERNER ENTERPRISES, INC.
1 unchanged sentence
(In thousands) Balance at
−Removed: Period Charged to
+Added: Period Charged
+Added: (Credited) to
Expenses Write-offs
18 unchanged sentences
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.