WERNER ENTERPRISES INC 10-Q

ITEM 5. OTHER INFORMATION Director and Officer Trading Arrangements 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. 42 Table of Contents Item 6. Exhibits. Exhibit No. Exhibit Incorporated by Reference to: 2 .1 Stock Purchase Agreement, dated January 27, 2026, by and among the Company, Mary B. Wilson, Gary L. Wilson Family Trust, Gary L. Wilson GST-Exempt Family Trust, and Wilson Children 2020 GST-Exempt Trust E xhibit 10.1 to the Company ’ s Current Report on Form 8-K/A dated January 27 , 2026 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 Amendment No. 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 Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 5, 2026 10. 2 Performance Guaranty, dated as of June 5, 2026, by and among Werner Enterprises, Inc. as Performance Guarantor, and The Toronto-Dominion Bank as Administrative Agent Exhibit 10. 2 to the Company’s Current Report on Form 8-K dated June 5, 2026 10.3 Amendment No. 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 Filed herewith 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 43 Table of Contents Exhibit No. Exhibit Incorporated by Reference to: 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: (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. 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). 44 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: August 7, 2026 By: /s/ Christopher D. Wikoff Christopher D. Wikoff Executive Vice President, Chief Financial Officer and Treasurer Date: August 7, 2026 By: /s/ Alan G. Colson Alan G. Colson Vice President, Controller and Principal Accounting Officer 45