UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 5 7, 2025

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of
incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

Nebraska

68145-0308

(Address of principal executive offices)

(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 78.01. ~~REGULATION~~OTHER ~~FD DISCLOSURE.~~EVENTS

On August 57, 2025, the ~~registrant~~Company's ~~issued~~Board of Directors (the "Board") approved a ~~press~~new ~~release~~stock ~~announcing~~repurchase ~~its~~program ~~upcoming~~under ~~participation~~which inthe ~~two~~Company ~~investment~~is ~~conferences~~authorized to repurchase up to 5 million shares of its common stock. AUpon ~~copy~~approval of the ~~press~~new ~~release~~program, isthe ~~furnished~~Board aswithdrew ~~Exhibit~~the ~~99.~~previous stock repurchase authorization, which had approximately 1.8 million shares remaining available for repurchase. The Company may repurchase stock from time to ~~this~~time ~~Form~~depending ~~8-K~~on market, economic and other factors. The new authorization will continue until the Board withdraws it.

AOn ~~live~~August ~~webcast~~11, ~~for~~2025, the ~~Deutsche~~Company ~~Bank~~issued ~~conference~~a ~~will~~press berelease ~~publicly~~to ~~available~~announce onthese, ~~the~~among ~~conference~~other, ~~date~~Board onactions. A copy of the ~~registrant’s~~press ~~internet~~release ~~website:~~is ~~www~~furnished as Exhibit 99.~~werner~~1 to this Form 8-K.~~com~~ inSuch ~~the~~exhibit shall not be deemed “~~Investors~~filed” ~~section~~for ~~under~~purposes ~~“News~~of &Section ~~Events”~~18 ~~and~~of ~~then~~the Securities Exchange Act of 1934, as amended (the “~~Events~~Exchange ~~Calendar~~Act”.), Aor ~~replay~~otherwise ofsubject to the ~~webcast~~liabilities ~~will~~of ~~also~~that Section 18, nor shall such exhibit be ~~accessible~~deemed incorporated by ~~the~~reference ~~public~~in onany ~~such~~filing ~~website~~under ~~for~~the aExchange ~~limited~~Act ~~period~~or ~~following~~ the ~~conference~~Securities ~~date.~~Act ~~Details~~of ~~concerning~~1933, as amended (the ~~conferences~~“Securities Act”), ~~webcast~~unless ~~and~~the ~~replay~~registrant ~~are~~expressly ~~included~~states inthat such exhibit is to be considered “filed” under the Exchange Act or incorporates such exhibit by specific reference in an Exchange Act or Securities Act filing.

InITEM ~~accordance with General Instruction B~~9.~~2 to the Form 8-K, the information under this Item 7.~~01. FINANCIAL ~~and~~STATEMENTS ~~the~~AND press release exhibit to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.EXHIBITS

This Current Report on Form 8-K, as well as the oral public statements made by any representative of the registrant during the webcast announced in this Form 8-K and the related press release, may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s latest available Annual Report on Form 10-K and any subsequent filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1						Press release issued by the ~~registrant~~Company on August 511, 2025, “Werner Enterprises toAnnounces ~~Participate~~New inStock ~~Two~~Repurchase ~~Investment~~Authorization ~~Conferences~~and Quarterly Dividend”.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

	WERNER ENTERPRISES, INC.
Date: August 5, 2025	By:	/s/ Christopher D. Wikoff
Date: August 11, 2025	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Treasurer andChief Financial Officer
Date: August 5, 2025	By:	/s/ James L. Johnson
Date: August 11, 2025	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President and Chief Accounting Officer
		Executive Vice President and Chief AccountingOfficer

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