[8-K] Werner Enterprises Inc Reports Material Event

Rhea-AI Filing Summary

On 29 July 2025 Seaboard Corporation submitted a Form 8-K (Item 2.02) to disclose that it has released a separate press release (Exhibit 99.1) containing its earnings for the three- and six-month periods ended 28 June 2025. Although the underlying revenue, profit and margin figures are not repeated in the filing, the Company announced that its Board of Directors has declared a quarterly cash dividend of $2.25 per common share. The dividend is payable on 18 Aug 2025 to shareholders of record as of 8 Aug 2025. The report is furnished rather than filed, meaning it is not subject to Section 18 liability and will not be incorporated by reference unless expressly stated. No additional material events, transactions, or changes in corporate governance are noted.

Positive

• $2.25 per-share cash dividend declared, payable 18 Aug 2025 to holders of record 8 Aug 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine 8-K; key takeaway is a $2.25 dividend, no earnings numbers provided—overall neutral impact.

The filing merely alerts investors that detailed Q2 and first-half 2025 results are available in an attached press release. Because the 8-K omits revenue, EPS or outlook, market reaction will hinge on the separate exhibit, not this notice. The declared $2.25 dividend is consistent with Seaboard’s historical rate and therefore does not signal a change in payout policy. In absence of guidance revisions or strategic announcements, I view the disclosure as neutral for valuation.

Corporate Governance Expert

TL;DR: Compliance-focused filing, no governance red flags detected.

Seaboard follows best practice by promptly furnishing results under Item 2.02 and explicitly segregating furnished information to limit Section 18 liability. Signature by CFO David H. Rankin and inclusion of XBRL cover tags meet regulatory requirements. No board or executive changes, material litigation, or control issues are reported, indicating routine governance status.

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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):

July 29, 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 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On July 29, 2025, the registrant issued a press release regarding, among other things, its financial results for the second quarter ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the press release furnished as Exhibit 99.1 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 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.

The press release furnished as Exhibit 99.1 to this Form 8-K 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 subsequently 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 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 on July 29, 2025, “Werner Enterprises Reports Second Quarter 2025 Results”.
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: July 29, 2025			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: July 29, 2025			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer

FAQ

What dividend did Seaboard (SEB) declare on 29 July 2025?

$2.25 per common share.

When is the record date for Seaboard’s announced dividend?

Shareholders must be on record by 8 Aug 2025.

When will the dividend be paid to Seaboard investors?

The payment date is 18 Aug 2025.

Which fiscal periods’ results does the referenced press release cover?

The three and six months ended 28 June 2025.

Does this 8-K include detailed financial statements?

No; figures are in Exhibit 99.1, not reproduced in the filing.

Under which item of Form 8-K was the information furnished?

Item 2.02 – Results of Operations and Financial Condition.