Werner Enterprises (NASDAQ: WERN) details Q4 and 2025 results

Rhea-AI Filing Summary

Werner Enterprises, Inc. filed a current report to furnish a press release announcing its financial results for the fourth quarter and year ended December 31, 2025. The press release, dated February 5, 2026, is attached as Exhibit 99.1.

The company notes that this earnings information is being furnished under Item 2.02 and is not deemed filed for liability purposes under the Exchange Act, unless specifically incorporated by reference. The press release includes forward-looking statements subject to the safe harbor provisions of U.S. securities laws.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000793074false00007930742026-02-052026-02-05

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):

February 5, 2026

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 February 5, 2026, the registrant issued a press release regarding, among other things, its financial results for the fourth quarter and year ended December 31, 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 February 5, 2026, “Werner Enterprises Reports Fourth Quarter and Annual 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: February 5, 2026			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: February 5, 2026			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer

FAQ

What did Werner Enterprises (WERN) disclose in this 8-K filing?

Werner Enterprises furnished a press release announcing financial results for the fourth quarter and full year ended December 31, 2025. The release, dated February 5, 2026, is attached as Exhibit 99.1 and provides detailed performance information outside the body of the report.

Which period do Werner Enterprises' latest reported results cover?

The disclosed results cover the fourth quarter and full year ended December 31, 2025. These figures are presented in a press release furnished as Exhibit 99.1 to the current report, rather than within the main text of the Form 8-K itself.

How are the Werner Enterprises earnings details provided to investors?

Earnings details are provided through a separate press release that Werner Enterprises furnished as Exhibit 99.1. This press release, issued February 5, 2026, contains the company’s financial results for the fourth quarter and the full 2025 fiscal year for investors to review.

Are Werner Enterprises' Q4 and 2025 results considered filed with the SEC?

The company states the earnings information under Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Exchange Act. This means it is not subject to Section 18 liability unless specifically incorporated by reference into another Exchange Act or Securities Act filing.

Does the Werner Enterprises press release include forward-looking statements?

Yes. The company notes the press release may contain forward-looking statements made under safe harbor provisions. These statements are based on information available as of the release date and may differ materially due to various risk factors described in its Form 10-K and Form 10-Q filings.

Which exhibits accompany Werner Enterprises' February 5, 2026 8-K?

Two exhibits accompany the report: Exhibit 99.1, the press release titled “Werner Enterprises Reports Fourth Quarter and Annual 2025 Results,” and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL version of the document.