WERNER ENTERPRISES INC

During fourth quarter 2025, no information was required to be disclosed in a report on Form 8-K, but not reported.

Director and Officer Trading Arrangements

During fourth quarter 2025, no Company director or officer adopted orterminated 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.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 24, 2026, Mr. James L. Johnson advised Werner Enterprises, Inc. (the “Company”) that he would be retiring as Chief Accounting Officer effective March 1, 2026. He will remain with the Company through the transition of his responsibilities to Mr. Alan G. Colson, Vice President and Controller for the Company who will assume the responsibilities of principal accounting officer effective March 1, 2026.

Mr. Colson, 43, has been employed by the Company since July 2013. From May 2024 until his February 2026 appointment as Vice President and Controller, Mr. Colson served as Associate Vice President of Accounting. Mr. 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. Mr. Colson is a licensed and active Certified Public Accountant in the State of Nebraska.