Werner Enterprises signs $1.1B credit facility

Q: How large is WERN's new credit facility, and when does it mature?

Werner's new unsecured credit facility is $1.1 billion and is scheduled to mature on October 5, 2031. It replaced the company's prior $1.075 billion facility.

Q: How much borrowing capacity did WERN have remaining?

As of October 5, 2026, Werner reported $603.1 million of remaining borrowing capacity, considering outstanding borrowings and $31.9 million of issued standby letters of credit.

Werner Enterprises, Inc. entered into a $1.1 billion unsecured credit facility on October 5, 2026, replacing its $1.075 billion facility.

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Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The new facility requires quarterly fees on available standby letters of credit and on the average daily unused commitment: the annual rates are 1.125%–1.750% and 0.125%–0.250%, respectively, and vary with the company’s net funded debt relative to Covenant Defined EBITDA.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Credit facility: $1.1 billion Borrowings: $465 million Weighted average interest rate: 5.54% +5 more

8 metrics

Credit facility $1.1 billion New unsecured credit facility entered into October 5, 2026

Borrowings $465 million Borrowed under the new facility on October 5, 2026

Weighted average interest rate 5.54% Rate on the October 5, 2026 borrowings, based on SOFR plus a 1.50% margin

Maturity October 5, 2031 Scheduled maturity of the new credit facility

Outstanding debt $840 million As of October 5, 2026; includes $465 million in revolving loans and $375 million under the Loan Security Agreement

Remaining borrowing capacity $603.1 million As of October 5, 2026, considering outstanding borrowings and issued standby letters of credit

Prior agreement outstanding balance $428 million As of October 5, 2026, under the terminated 2022 Credit Agreement

Borrowings used to pay off prior agreement $431.7 million Borrowings under the new facility used for the prior balance, accrued interest and fees on October 5, 2026

Key Terms

unsecured credit facility, SOFR, Swingline loans, Covenant Defined EBITDA, +2 more

6 terms

unsecured credit facility financial

"a $1.1 billion unsecured credit facility"

A revolving or term borrowing arrangement that lets a company draw cash up to an agreed limit without pledging specific assets as collateral; lenders rely on the borrower’s creditworthiness, covenants and interest rate rather than a security interest in property. Think of it like an unsecured line of credit a business can tap when needed. Investors watch these facilities because they affect a company’s available liquidity, borrowing cost and the priority of claims if the company faces financial distress.

SOFR financial

"based on the Secured Overnight Financing Rate"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

Swingline loans financial

"Swingline loans drawn under the 2026 Credit Agreement"

A swingline loan is a very short-term, on-demand loan that sits inside a larger credit facility to cover immediate cash needs like payroll, small bills, or last-minute payments. Think of it as an emergency overdraft from a lender: it’s quick to draw, repaid fast, and usually carries faster fees, so investors watch it as a signal of a company’s liquidity pressure and potential cost or covenant stress.

Covenant Defined EBITDA financial

"ratio of net funded debt to Covenant Defined EBITDA"

nonrefundable commitment fee financial

"a nonrefundable commitment fee on the average daily unused amount"

stand-by letters of credit financial

"stand-by letters of credit currently issued"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How large is WERN's new credit facility, and when does it mature?

Werner's new unsecured credit facility is $1.1 billion and is scheduled to mature on October 5, 2031. It replaced the company's prior $1.075 billion facility.

How much borrowing capacity did WERN have remaining?

As of October 5, 2026, Werner reported $603.1 million of remaining borrowing capacity, considering outstanding borrowings and $31.9 million of issued standby letters of credit.

When did WERN terminate its previous credit agreement?

Werner paid off and terminated the 2022 Credit Agreement on October 5, 2026. That agreement had been scheduled to mature on December 20, 2027.

What interest rates apply to WERN's revolving credit loans?

At Werner's option, revolving credit loans bear interest at either the Base Rate plus a margin of 0.125% to 0.750%, or Term SOFR plus a margin of 1.125% to 1.750%. Swingline loans bear interest at Daily Simple SOFR plus a margin of 1.125% to 1.750%.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 04:07 PM EDT Accepted by SEC EDGAR 10/08/2026 - 04:05 PM EDT

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):

October 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 5, 2026, Werner Enterprises, Inc. (the "Company") entered into a $1.1 billion unsecured credit facility with 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 Agent (the "2026 Credit Agreement"), replacing the Company's previous $1.075 billion unsecured credit facility, dated December 20, 2022 (the "2022 Credit Agreement"). The 2026 Credit Agreement is scheduled to mature on October 5, 2031, and has a $100 million maximum limit for the aggregate amount of letters of credit issued and a $100 million maximum swingline loan commitment, both of which are unchanged from the 2022 Credit Agreement. On October 5, 2026, the Company borrowed $465 million at a weighted average interest rate of 5.54%, based on the Secured Overnight Financing Rate ("SOFR") plus a margin of 1.50%. The 0.10% credit adjustment spread added to the SOFR in the 2022 Credit Agreement was eliminated in the 2026 Credit Agreement. Proceeds of loans drawn under the 2026 Credit Agreement may be used by the Company to refinance existing debt, pay related fees and expenses, and for working capital, capital expenditures, permitted acquisitions, and general corporate purposes.

Revolving credit loans drawn under the 2026 Credit Agreement will bear interest, at the Company's option, at (i) the Base Rate (the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 0.50%, or (c) the one-month Term SOFR plus 1.00%), plus a margin ranging between 0.125% and 0.750%, or (ii) Term SOFR plus a margin ranging between 1.125% and 1.750%. Swingline loans drawn under the 2026 Credit Agreement will bear interest at Daily Simple SOFR plus a margin ranging between 1.125% and 1.750%. The 2026 Credit Agreement also requires the Company to pay quarterly (i) a letter of credit commission on the daily amount available to be drawn under such standby letters of credit at rates ranging between 1.125% and 1.750% per annum and (ii) a nonrefundable commitment fee on the average daily unused amount of the commitment at rates ranging between 0.125% and 0.250% per annum. The margin, letter of credit commission, and commitment fee rates are based on the Company's ratio of net funded debt to covenant-defined earnings before interest, income taxes, depreciation and amortization ("Covenant Defined EBITDA"). There are no scheduled principal payments due on the 2026 Credit Agreement until the maturity date, and interest will be payable in arrears at the periodic intervals defined in the 2026 Credit Agreement not to exceed three months.

Availability of such funds under the 2026 Credit Agreement is conditional upon various customary terms and covenants. Such covenants include, among other things, two financial covenants requiring the Company (i) not to exceed a maximum ratio of net funded debt to Covenant Defined EBITDA and (ii) to exceed a minimum ratio of Covenant Defined EBITDA to interest expense. A violation of such terms and covenants could result in a default under the 2026 Credit Agreement. In the event of default, lenders (i) will not be obligated to make loans to the Company, (ii) could require the Company to immediately repay any then-outstanding debt (including any accrued interest), and (iii) could require the Company to immediately deliver cash collateral for any then-outstanding letters of credit.

As of October 5, 2026, the Company's outstanding debt totaled $840 million, including $465 million of revolving credit loans under the 2026 Credit Agreement and $375 million under the Company's existing Loan Security Agreement. Considering outstanding borrowings and stand-by letters of credit currently issued of $31.9 million, the Company has a remaining borrowing capacity of $603.1 million to fund

capital expenditures, business acquisitions, common stock repurchases, working capital and other general corporate purposes.

The foregoing description of the 2026 Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by the full text of the 2026 Credit Agreement, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.

ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Concurrently with entering into the 2026 Credit Agreement on October 5, 2026, the Company paid off and terminated the 2022 Credit Agreement, which was scheduled to mature on December 20, 2027.

As of October 5, 2026, there was $428 million outstanding under the 2022 Credit Agreement. As of October 5, 2026, borrowings of $431.7 million under the 2026 Credit Agreement were used to pay off the outstanding balances, accrued interest, and fees under the 2022 Credit Agreement.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 above related to the 2026 Credit Agreement is incorporated by reference into this Item 2.03.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.


10.1						Credit 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 Agent

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: October 8, 2026	By:	/s/ Christopher D. Wikoff
		Christopher D. Wikoff
		Executive Vice President, Chief Financial Officer, and Treasurer

Date: October 8, 2026	By:	/s/ Alan G. Colson
		Alan G. Colson
		Vice President, Controller and Principal Accounting Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 592.9 KB