1 unchanged sentence
Director and Officer Trading Arrangements
−Removed: During first quarter 2026, 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 second quarter 2026, 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:
+Added: Stock Purchase Agreement, dated January 27, 2026, by and among the Company, Mary B.
+Added: Wilson, Gary L.
+Added: Wilson Family Trust, Gary L.
+Added: Wilson GST-Exempt Family Trust, and Wilson Children 2020 GST-Exempt Trust
+Added: E xhibit 10.1 to the Company ’ s Current Report on Form 8-K/A dated January 27 , 2026
Restated Articles of Incorporation of Werner Enterprises, Inc.
2 unchanged sentences
Exhibit 3(ii) to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024
−Removed: Named Executive Officer Compensation
−Removed: Item 5.02 of the Company’s Current Report on Form 8-K dated February 12, 2026
−Removed: S tock Purchase Agreemen t, dated January 27, 2026, by and among the Comp any , Mary B.
−Removed: Wilson, Gar y L.
−Removed: Wilson Family Trust, Gary L.
−Removed: Wilson GST-Exempt Family Trust , and Wilson Children 2020 GST-Exempt Trust
−Removed: E xhibit 10.1 to the Company ’ s Current Report on Form 8-K/A dated January 27, 2026
+Added: Amendment No.
+Added: 3 to Loan and Security Agreement, dated as of June 5, 2026, by and among Werner Receivables Company, LLC as Borrower, Werner Enterprises, Inc 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 Current Report on Form 8-K dated June 5, 2026
+Added: Performance Guaranty, dated as of June 5, 2026, by and among Werner Enterprises, Inc.
+Added: as Performance Guarantor, and The Toronto-Dominion Bank as Administrative Agent
+Added: 2 to the Company’s Current Report on Form 8-K dated June 5, 2026
+Added: Amendment No.
+Added: 4 to Loan and Security Agreement, dated as of July 7, 2026, by and among Werner Receivables Company, LLC as Borrower, Werner Enterprises, Inc 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: Filed herewith
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 March 31, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
−Removed: (i) Consolidated Statements of Income for the three months ended March 31, 2026 and 2025, (ii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iii) Consolidated Condensed Balance Sheets as of March 31, 2026 and December 31, 2025, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three months ended March 31, 2026 and 2025, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of March 31, 2026.
−Removed: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, formatted in Inline XBRL (included as Exhibit 101).
+Added: Exhibit Incorporated by Reference to:
+Added: 101 The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language) includes:
+Added: (i) Consolidated Statements of Income for the three and six months ended June 30, 2026 and 2025, (ii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Condensed Balance Sheets as of June 30, 2026 and December 31, 2025, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and six months ended June 30, 2026 and 2025, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of June 30, 2026.
+Added: 104 The cover page from this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, 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.
+Added: August 7, 2026
/s/ Christopher D.
Christopher D.
−Removed: Executive Vice President, Treasurer and
−Removed: Chief Financial Officer
+Added: Executive Vice President, Chief Financial Officer and Treasurer
+Added: August 7, 2026
Vice President, Controller 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.