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WERNER ENTERPRISES INC

For the period ended Sep 30, 2026. Filed Nov 9, 2026.

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About 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.

Sep 30, 2026 · Filed Nov 9, 2026

WERN$27.89+3.5%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Item 6. Exhibits

Exhibit No.ExhibitIncorporated by Reference to:
2.1Stock 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 TrustExhibit 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
10.1Credit Agreement, dated October 5, 2026, by and among Werner Enterprises, Inc., the lenders thereto, BMO Bank N.A. as Administrative Agent, Swingline Lender, and Issuing Lender, BMO Capital Markets Corp., Wells Fargo Securities, LLC, and TD Securities (USA) LLC as Joint Lead Arrangers and Joint Bookrunners. Wells Fargo Bank, National Association and The Toronto-Dominion Bank as Co-Syndication Agents, and PNC Bank National Association as Documentation AgentExhibit 10.1 to the Company’s Current Report on Form 8-K dated October 5, 2026
31.1Certification 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
31.2Certification 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
32.1Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)Furnished herewith
32.2Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)Furnished herewith
Exhibit No.ExhibitIncorporated by Reference to:
101The following unaudited financial information from Werner Enterprises’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in iXBRL (Inline Extensible Business Reporting Language) includes: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2026 and 2025, (ii) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025, (iii) Consolidated Condensed Balance Sheets as of September 30, 2026 and December 31, 2025, (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2026 and 2025, (v) Consolidated Statements of Stockholders’ Equity and Temporary Equity - Redeemable Noncontrolling Interest for the three and nine months ended September 30, 2026 and 2025, and (vi) the Notes to Consolidated Financial Statements (Unaudited) as of September 30, 2026.
104The cover page from this Quarterly Report on Form 10-Q for the quarter ended September 30, 2026, formatted in Inline XBRL (included as Exhibit 101).

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: November 9, 2026By:/s/ Christopher D. Wikoff
Christopher D. Wikoff
Executive Vice President, Chief Financial Officer and Treasurer
Date: November 9, 2026By:/s/ Alan G. Colson
Alan G. Colson
Vice President, Controller and Principal Accounting Officer
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