WERNER ENTERPRISES INC
For the period ended Mar 31, 2026. Filed May 8, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 8, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-07.
0000793074-25-000058
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0000793074-26-000096
Item 1A. Risk FactorsUnregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity SecuritiesThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 12 current paragraphs.
2 unchanged; 3 reworded; 7 added; 1 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
We may not realize all of the financial and strategic goals of our FirstFleet acquisition and may incur costs relating to integration.
Current report
We face various risks in connection with our acquisition and continuing integration of FirstFleet, including:
Current report
•We might not integrate FirstFleet's 11 locations into our existing network without service disruptions;
Current report
•We may not realize the benefits or cost savings anticipated to be derived from the FirstFleet acquisition as initially predicted, if at all, for a number of reasons, including if a larger than predicted number of customers decide not to continue to use FirstFleet's or our services;
Current report
•Increased leverage could restrict our access to future capital for operations and growth.
Current report
As a result of these risks and challenges, we may not realize the financial and strategic goals that we initially anticipated from the FirstFleet acquisition in a timely manner or at all. In addition, the integration of FirstFleet may be difficult, costly, and time consuming.
Removed paragraphs (1)
Previous report
There have been no material changes from the risk factors disclosed in our 2024 Form 10-K.
Reworded paragraphs (3)
Previous wording
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A (Risk Factors) in our 2024 Form 10-K, which could materially affect our business, financial condition, and future results of operations. The risks described in our 2024 Form 10‑K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations.
Current wording
In addition to the other information set forth in this report, you should carefully consider the factors discussed under Item 1A (Risk Factors) in our 2025 Form 10-K, which could materially affect our business, financial condition, and future results of operations. The risks described in this form 10-Q and in our 2025 Form 10‑K are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and results of operations. In addition to the risk factors set forth in our 2025 Form 10‑K, we believe the following risks and uncertainties should be considered in evaluating our business.
Previous wording
Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization that was approved on May 14 2024, which had 1,783,342 shares remaining available for repurchase. As of September 30, 2025, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase. The Company maypurchase shares from time to time depending on market, economic, and other factors. The authorization will continue unless withdrawn by the Board of Directors.
Current wording
On August 11, 2025, we announced a new stock repurchase program in a Form 8-K under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock. As of March 31, 2026, the Company had not purchased any shares pursuant to the new authorization and had 5,000,000 shares remaining available for repurchase. The Company may purchase shares from time to time depending on market, economic, and other factors. The authorization will continue unless withdrawn by the Board of Directors.
Previous wording
No shares of common stock were repurchased during third quarter 2025 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
Current wording
No shares of common stock were repurchased during first quarter 2026 by either the Company or any “affiliated purchaser,” as defined by Rule 10b-18 of the Exchange Act.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On August 7, 2025, the Board of Directors approved a new stock repurchase program under which the Company is authorized to repurchase up to 5,000,000 shares of its common stock. We disclosed this authorization on August 11, 2025 in a Form 8-K.