57 unchanged sentences
During fourth 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.
+Added: Item 5.02 Departure of Directors or Certain Officers;
+Added: Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers
+Added: On February 24, 2026, Mr.
+Added: Johnson advised Werner Enterprises, Inc.
+Added: (the “Company”) that he would be retiring as Chief Accounting Officer effective March 1, 2026.
+Added: He will remain with the Company through the transition of his responsibilities to Mr.
+Added: Colson, Vice President and Controller for the Company who will assume the responsibilities of principal accounting officer effective March 1, 2026.
+Added: Colson, 43, has been employed by the Company since July 2013.
+Added: From May 2024 until his February 2026 appointment as Vice President and Controller, Mr.
+Added: Colson served as Associate Vice President of Accounting.
+Added: Colson previously served as Senior Director of Accounting from September 2022 through May 2024, Director of Accounting from September 2021 through September 2022, and Senior Manager of Accounting from December 2019 through September 2021.
+Added: Colson is a licensed and active Certified Public Accountant in the State of Nebraska.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
61 unchanged sentences
Non-qualified Deferred Compensation Plan, effective January 1, 2025
−Removed: Filed herewith
−Removed: The Executive Nonqualified Excess Plan of Werner Enterprises, Inc., restated
Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
+Added: The Executive Nonqualified Excess Plan of Werner Enterprises, Inc.
+Added: Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 13, 2017
Named Executive Officer Compensation
3 unchanged sentences
Item 5.02 of the Company’s Current Report on Form 8-K dated February 9, 2024 ;
−Removed: Item 5.02 of the Company’s Current Report on Form 8-K dated February 9, 2024 ;
Item 5.02 on the Company’s Current Report on Form 8-K dated February 13, 2025 ;
+Added: Item 5.02 on the Company ’ s Cur rent Report on Form 8-K dated February 12 , 2026
Form of Restricted Stock Award Agreement
12 unchanged sentences
Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
+Added: 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
+Added: Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025
+Added: Number Description Incorporated by Reference to:
+Added: 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.
+Added: as Initial Servicer
+Added: Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 27, 2025
+Added: Second Amendment to Loan and Security Agreement, dated October 7, 2025 by and among Werner Receivables Company, LLC as Borrower, Werner Enterprises, Inc.
+Added: as initial Servicer, Wells Fargo Bank, National Association as a Committed Lender and as a Group Agent, GTA Funding LLC as a Conduit Lender, and The Toronto-Dominion Bank as a Related Committed Lender, as a Group Agent and as Administrative Agent
+Added: Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025
Werner Enterprises, Inc.
Insider Trading Policy, effective as of February 14, 2025
−Removed: Filed herewith
+Added: Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024
Subsidiaries of the Registrant
2 unchanged sentences
Filed herewith
−Removed: 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)
13 unchanged sentences
(i) Consolidated Statements of Income for the years ended December 31, 2025, 2024 and 2023, (ii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024 and 2023, (iii) Consolidated Balance Sheets as of December 31, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the years ended December 31, 2025, 2024 and 2023, and (vi) the Notes to Consolidated Financial Statements as of December 31, 2025.
+Added: Number Description Incorporated by Reference to:
104 The cover page from this Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (included as Exhibit 101).
6 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, 2026.
−Removed: Arves /s/ Carmen A.
−Removed: Arves Carmen A.
Director Director
−Removed: Duren /s/ Alexi A.
−Removed: Duren Alexi A.
+Added: Duren /s/ Carmen A.
+Added: Duren Carmen A.
Director Director
/s/ Michelle D.
−Removed: Greene /s/ Christopher D.
−Removed: Greene Christopher D.
+Added: Greene /s/ Alexi A.
+Added: Greene Alexi A.
+Added: Director Director
+Added: Holmes /s/ Christopher D.
+Added: Holmes Christopher D.
Director Executive Vice President, Treasurer
and Chief Financial Officer (Principal Financial Officer)
−Removed: Holmes /s/ James L.
−Removed: Holmes James L.
+Added: /s/ Michelle D.
+Added: Livingstone /s/ James L.
+Added: Livingstone James L.
Director Executive Vice President and Chief Accounting Officer
(Principal Accounting Officer)
−Removed: /s/ Michelle D.
WERNER ENTERPRISES, INC.
23 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.