WERNER ENTERPRISES INC
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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FY2025 · Filed Feb 26, 2026
WERN$27.75-0.5%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
| ITEM 15. | EXHIBIT AND FINANCIAL STATEMENT SCHEDULES |
|---|
(a)Financial Statements and Schedules.
(1) Financial Statements: See Part II, Item 8 hereof.
| Page | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 26 |
| Consolidated Statements of Income | 28 |
| Consolidated Statements of Comprehensive Income | 29 |
| Consolidated Balance Sheets | 30 |
| Consolidated Statements of Cash Flows | 31 |
| Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest | 32 |
| Notes to Consolidated Financial Statements | 33 |
(2) Financial Statement Schedules: The consolidated financial statement schedule set forth under the following caption is included herein. The page reference is to the consecutively numbered pages of this report on Form 10-K.
| Page | |
|---|---|
| Schedule II—Valuation and Qualifying Accounts | 66 |
Schedules not listed above have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or Notes thereto.
(3) Exhibits: The Company has attached or incorporated by reference herein certain exhibits as specified below pursuant to Rule 12b-32 under the Exchange Act.
| ExhibitNumber | Description | 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 |
| 4.1 | Description of Common Stock | Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 |
| 10.1 | Werner Enterprises, Inc. 2023 Long-Term Incentive Plan | Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 9, 2023 |
| 10.2 | Werner Enterprises, Inc. Amended and Restated Equity Plan | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 |
| 10.3 | Non-Employee Director Compensation | Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 |
| 10.4 | Werner Enterprises, Inc. Non-qualified Deferred Compensation Plan, effective January 1, 2025 | Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 |
| 10.5 | The Executive Nonqualified Excess Plan of Werner Enterprises, Inc. restated | Exhibit 10.3 to the Company’s Annual Report on Form 10-K for the year ended December 13, 2017 |
| 10.6 | Named Executive Officer Compensation | Item 5.02 of the Company’s Current Report on Form 8-K dated February 10, 2023; Item 5.02 of the Company’s Current Report on Form 8-K dated February 23, 2023; Item 5.02 of the Company’s Current Report on Form 8-K dated February 23, 2023; 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; Item 5.02 on the Company’s Current Report on Form 8-K dated February 12, 2026 |
| 10.7 | Form of Restricted Stock Award Agreement | Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 1, 2009 |
| 10.8 | Form of Restricted Stock Award Agreement, effective May 9, 2023 | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 |
| 10.9 | Form of Performance-Based Restricted Stock Award Agreement, effective February 7, 2022 | Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 7, 2022 |
| 10.10 | Form of Performance-Based Restricted Stock Award Agreement, effective February 9, 2024 | Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 9, 2024 |
| 10.11 | Werner Enterprises, Inc. Change in Control Severance Plan | Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 |
| 10.12 | Credit Agreement, dated December 20, 2022 by and among Werner Enterprises, Inc., the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, and BMO Harris Bank N.A. as Syndication Agent | Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 |
| 10.13 | 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 | Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 |
| ExhibitNumber | Description | Incorporated by Reference to: |
| 10.14 | 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 |
| 10.15 | Second Amendment to Loan and Security Agreement, dated October 7, 2025 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 Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 |
| 19 | Werner Enterprises, Inc. Insider Trading Policy, effective as of February 14, 2025 | Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 |
| 21 | Subsidiaries of the Registrant | Filed herewith |
| 23.1 | Consent of KPMG LLP | 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 |
| 97 | Werner Enterprises, Inc. Clawback Policy, effective as of December 1, 2023 | Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 |
| 101 | The following audited financial information from Werner Enterprises’ Annual Report on Form 10-K for the year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (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. |
| ExhibitNumber | 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). |
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