WERNER ENTERPRISES INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Check the appropriate box:

WERNER ENTERPRISES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 14, 2024

Dear Stockholders:

Notice is hereby given that the 2024 Annual Meeting of Stockholders of Werner Enterprises, Inc., a Nebraska corporation (the “Company”), will be held at the Embassy Suites Omaha-La Vista Hotel & Conference Center, 12520 Westport Parkway, La Vista, Nebraska, on Tuesday, May 14, 2024, at 10:00 a.m. Central Time for the following purposes:

1. To electone Class I director to serve for a one-year term expiring at the 2025 Annual Meeting of Stockholders and two Class III directors to each serve for a three-year term expiring at the 2027 Annual Meeting of Stockholders.

2. To approve an advisory resolution on executive compensation.

3. To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

4. To transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record (“registered stockholders”) with our transfer agent, Equiniti Trust Company, at the close of business on March 25, 2024, our record date, will be entitled to receive notice of and to vote at the 2024 Annual Meeting or any adjournment thereof.

Please see Important Notice Regarding the Availability of Proxy Materials on the next page.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 14, 2024

We are delivering proxy materials to registered stockholders for the 2024 Annual Meeting under the “Notice and Access” rules of the U.S. Securities and Exchange Commission. The rules permit us to furnish our “Proxy Materials” (the Notice of Annual Meeting, the Proxy Statement and proxy card for the meeting, our 2023 Annual Report to Stockholders containing our Annual Report on Form 10-K for the year ended December 31, 2023, and any amendments or additional soliciting materials) via a Notice of Internet Availability of Proxy Materials (“Availability Notice”), which instructs registered stockholders on how to access and review the Proxy Materials, free of charge, and submit proxies on the Internet, which we encourage them to do. This method of furnishing the Proxy Materials, versus mailing bulky printed copies and proxies to all registered stockholders, aligns with our environmental goals and reduces our printing and distribution expenses. A registered stockholder may request and receive printed Proxy Materials and a proxy card by following the instructions in the Availability Notice. We encourage you to access and review all the important information in the Proxy Materials prior to voting. YOUR VOTE IS IMPORTANT If you are a registered stockholder, follow the instructions in the Availability Notice to vote and submit your proxy as soon as possible, even if you plan to attend the meeting. If you hold your shares through brokerage firms, banks or other nominees, follow the voting instructions they send you. To help the environment and further our cost savings, please choose, if prompted, to receive email notices regarding the online availability of proxy materials.PROXY MATERIALS ARE AVAILABLE AT WWW.PROXYVOTE.COM. FOLLOW THE INSTRUCTIONS YOU RECEIVE TO ACCESS PROXY MATERIALS AND VOTE.