Werner Enterprises, Inc. filings document operating results, material events, governance matters and capital-structure disclosures for a transportation and logistics company. Form 8-K reports furnish quarterly earnings releases, Regulation FD communications and other company updates tied to truckload transportation, logistics services and public investor communications.
The filing record also includes acquisition-related disclosures for FirstFleet, including acquired-business financial statements and pro forma financial information. Proxy materials cover board matters, executive compensation, equity awards and the company’s long-term incentive plan, while material-event reports disclose officer compensation arrangements and financing sources used in completed transactions.
Werner Enterprises, Inc. (WERN) expects preliminary, unaudited third-quarter 2026 revenue of approximately $946 million to $951 million, GAAP diluted earnings per share of approximately $0.10 to $0.11, and non-GAAP adjusted diluted earnings per share of approximately $0.15 to $0.16 for the quarter ended September 30, 2026.
Werner said results were negatively affected by approximately $0.18 per share of cumulative cost headwinds compared with the second quarter of 2026, primarily from rapidly rising fuel prices, driver recruitment and retention investments, and a late-quarter insurance reserve adjustment related to past claims. The non-GAAP reconciliation lists $0.03 per share each for amortization of intangible assets and acquisition expenses at both estimate endpoints. Management says adjusted diluted EPS should be considered in addition to, not as a substitute for, GAAP diluted EPS. Werner plans to provide additional details when reporting results on October 27, 2026, after market close.
Werner Enterprises, Inc. entered into a $1.1 billion unsecured credit facility on October 5, 2026, replacing its $1.075 billion facility. The new facility is scheduled to mature October 5, 2031, and has maximum limits of $100 million each for letters of credit and swingline loans. Werner borrowed $465 million at a weighted average interest rate of 5.54%, based on SOFR plus a 1.50% margin; the prior 0.10% SOFR credit adjustment spread was eliminated.
As of October 5, 2026, outstanding debt totaled $840 million, including $465 million in revolving loans and $375 million under the Loan Security Agreement. Remaining borrowing capacity was $603.1 million, considering outstanding borrowings and $31.9 million of issued standby letters of credit. Borrowings of $431.7 million under the new facility were used to pay off the prior agreement's $428 million outstanding balance, accrued interest and fees, and the prior agreement was terminated. No principal payments are scheduled before maturity. Availability is subject to covenants, including a maximum net funded debt-to-Covenant Defined EBITDA ratio and a minimum Covenant Defined EBITDA-to-interest expense ratio; a default would relieve lenders of an obligation to make loans and could allow them to demand repayment or cash collateral for outstanding letters of credit.
Werner Enterprises (WERN) said Jack A. Holmes resigned from its Board of Directors and the Compensation and Governance Committees, effective October 5, 2026.
Holmes said his decision was connected to accepting an executive leadership position at another transportation company and avoiding potential operational or governance conflicts. The company described the resignation as amicable and said it did not result from a disagreement with the company, the board, or management.
Werner Enterprises, Inc. (WERN) reported that its management team will participate in Morgan Stanley’s 14th Annual Laguna Conference on September 15, 2026, in Laguna Beach, California, including investor meetings and a fireside chat presentation from 12:20 p.m. to 12:55 p.m. PT.
A live webcast and 30-day archived replay may be available through the Investors section of werner.com, with details provided in the accompanying press release. The information about this conference and webcast is furnished under Regulation FD and is not deemed filed under the Exchange Act or incorporated by reference unless expressly stated.
Werner describes itself as a premier transportation and logistics provider operating across the United States, Mexico and Canada, with 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 associates, and services spanning Dedicated, One-Way Truckload, and Logistics offerings.
American Century Investment Management, Inc., together with American Century Companies, Inc. and the Stowers Institute for Medical Research, reports beneficial ownership of common stock of Werner Enterprises, Inc..
The group reports beneficial ownership of 3,048,390 shares of Werner Enterprises common stock, representing 5.1% of the outstanding class. For these shares, they report sole voting power and sole dispositive power over 3,048,390 shares, with no shared voting or dispositive power.
The shares are held on behalf of various clients of American Century Investment Management, Inc., including investment companies and separate institutional accounts, and the disclosure states that, for any single client, not more than 5% of the class is owned.
Werner Enterprises director Jack A. Holmes reported an other disposition of 2,696 shares of common stock on 2026-07-27, coded as transaction type J. According to the footnote, the shares were transferred as part of a negotiated separation of assets in a divorce agreement, and Holmes disclaims beneficial ownership of the transferred shares. Following the transfer, he reports 13,532 shares of Werner Enterprises common stock held directly.
Hoelting Paul A reported acquisition or exercise transactions in this Form 4 filing.
Werner Enterprises Inc. director Paul A. Hoelting reported a grant of 2,058 shares of Common Stock on August 7, 2026. The award is in the form of restricted stock granted at no cash cost under a stockholder-approved equity plan. The shares vest subject to continued Board service: 34% on August 7, 2027 and 33% on each of August 7, 2028 and August 7, 2029, when the award becomes fully vested. Following this grant, Hoelting directly holds 2,058 shares of Werner Enterprises common stock.
Werner Enterprises IncPaul A. HoeltingCommon Stock0 shares
Werner Enterprises, Inc. appointed Paul Hoelting to its Board of Directors to fill a Class I directorship vacancy, effective August 7, 2026. He will receive the standard independent director compensation, including a $75,000 annual cash retainer and a $100,000 restricted stock award with time-based vesting over three years, plus additional cash retainers for committee chair roles. Cash compensation is paid quarterly and the initial restricted stock grant is prorated for his first year. The company highlights Hoelting’s three decades of executive leadership in transportation and logistics and notes 2025 revenues of nearly $3.0 billion and a workforce of more than 14,500 associates.
Werner Enterprises reported much weaker profitability for the quarter ended June 30, 2026 despite higher revenue. Operating revenues rose to $933.9 million, up 24% year over year, helped by the January acquisition of FirstFleet, but operating margin fell to 1.8% from 8.8%.
Net income attributable to Werner dropped to $6.4 million in the quarter and $2.1 million for the first six months of 2026, with diluted EPS of $0.11 and $0.03 versus $0.72 and $0.55 a year earlier. Management cites higher fuel, insurance and claims expenses, restructuring and impairment costs in the One-Way Truckload business, and the absence of a large prior-year insurance liability reversal as key pressures.
Werner closed the FirstFleet acquisition with a provisional GAAP purchase price of $214.8 million, including a $30.0 million contingent earnout, adding $169.1 million of Q2 revenue and $277.0 million year-to-date. Long-term debt increased to $793.0 million, including full utilization of the receivables facility, while borrowing capacity under the main credit agreement was $599.9 million. The company is restructuring its One-Way Truckload operations and has incurred cumulative restructuring and impairment charges of $48.3 million. It also recorded an $18.0 million class-action settlement liability, pending final court approval.