WERNER ENTERPRISES INC 10-Q

Item 5. Other Information Director and Officer Trading Arrangements During first quarter 2025, 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. 31 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(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 10.1 Named Executive Officer Compensation Item 5.02 of the Company’s Current Report on Form 8-K dated February 13, 2025 10.2 First Amendment to Credit Agreement dated as of March 21, 2025 by and among Werner Enterprises, Inc., the Lenders party hereto and Wells Fargo Bank, National Association, in its capacities as the Administrative Agent, the Swingline Lender and an Issuing Lender Filed herewith 10.3 Loan and Security Agreement dated as of March 27, 2025 by and among Werner Receivables Company, LLC as Borrower, the Persons From Time to Time Party Hereto, as Lenders and as Group Agents, The Toronto-Dominion Bank as Administrative Agent, and Werner Enterprises, Inc. as Initial Servicer Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 27, 2025 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, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three months ended March 31, 2025 and 2024, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024, (iii) Consolidated Condensed Balance Sheets as of March 31, 2025 and December 31, 2024, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2025 and 2024, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2025. 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in Inline XBRL (included as Exhibit 101). 32 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, 2025 By: /s/ Christopher D. Wikoff Christopher D. Wikoff Executive Vice President, Treasurer and Chief Financial Officer Date: May 9, 2025 By: /s/ James L. Johnson James L. Johnson Executive Vice President and Chief Accounting Officer 33