Werner raises receivables facility to up to $400M

Werner Enterprises, through its subsidiary Werner Receivables Company, LLC, entered into a third amendment to its Loan and Security Agreement on June 5, 2026.

Rhea-AI Filing Summary

Werner Enterprises, through its subsidiary Werner Receivables Company, LLC, entered into a third amendment to its Loan and Security Agreement on June 5, 2026. The amendment raises the maximum funding limit to $350 million in cash proceeds, with the ability to increase to $400 million subject to eligible receivables and lender acceptance, compared with the prior $325 million limit that could rise to $350 million. The company also entered into a new Performance Guaranty, under which Werner Enterprises provides an unconditional, irrevocable guaranty of the monetary and non-monetary obligations of Werner Receivables Company, Werner as servicer, and any other originators under the facility until all obligations are fully paid and performed.

Insights

Corporate credit and capital structure analyst

Werner expands receivables facility and adds a full performance guaranty.

Werner Enterprises increased the funding capacity of its receivables-backed facility, with Werner Receivables Company now able to access up to $350 million, potentially rising to $400 million subject to eligible receivables and lender consent. This can support working capital and liquidity flexibility.

The new Performance Guaranty is unconditional and irrevocable, covering both monetary and non-monetary obligations of the borrower, servicer, and other originators under the LSA. This shifts more credit support onto the parent company, which may influence how lenders view risk but also helps maintain access to the facility.

Overall, this looks like a negotiated expansion of an existing structure rather than a transformational change. The practical impact will depend on how much of the increased capacity Werner chooses to utilize over time under this receivables program.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 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 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

New maximum funding limit: $350 million cash proceeds Potential increased limit: $400 million cash proceeds Prior maximum funding limit: $325 million cash proceeds +2 more

5 metrics

New maximum funding limit $350 million cash proceeds Established by Amendment No. 3 under the LSA

Potential increased limit $400 million cash proceeds Available upon WRC request and lender acceptance

Prior maximum funding limit $325 million cash proceeds Before Amendment No. 3 under the LSA

Prior potential increased limit $350 million cash proceeds Previous step-up upon request and acceptance

Amendment date June 5, 2026 Date of Amendment No. 3 and Performance Guaranty

Key Terms

Material Definitive Agreement, Loan and Security Agreement, Performance Guaranty, off-balance sheet arrangement, +1 more

5 terms

Material Definitive Agreement regulatory

"ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Loan and Security Agreement financial

"entered into a third amendment ("Amendment No. 3") to its Loan and Security Agreement"

A loan and security agreement is a legal contract that sets out the amount, repayment schedule, interest and the rules a borrower must follow, and it names specific assets a lender can claim if the borrower fails to pay. Think of it like a mortgage or car loan where the lender holds a claim on collateral until the debt is repaid. Investors care because it determines a company’s repayment priorities, borrowing costs, operational limits and how easily creditors can seize assets in distress, all of which affect equity value and credit risk.

Performance Guaranty financial

"Amendment No. 3 also incorporates language from the Performance Guaranty Agreement"

A performance guaranty is a legally binding promise by a third party to fulfill a contract or cover losses if the primary party fails to meet its obligations. Like a cosigner or backup performer, it reduces the chance that a project, loan, or agreement will collapse, so investors treat it as a risk-reduction tool that can support creditworthiness, lower borrowing costs and influence the expected return on an investment.

off-balance sheet arrangement financial

"AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT."

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

Receivables financial

"WRC was formed for the purpose of acquiring rights to payment ("Receivables") arising from services"

FAQ

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

What financing change did Werner Enterprises (WERN) make in this 8-K?

Werner Enterprises amended its Loan and Security Agreement for Werner Receivables Company, LLC, lifting the maximum funding limit to $350 million, with potential to increase to $400 million, expanding capacity in its receivables-backed financing program compared with the prior $325 million structure.

How much funding can Werner Receivables Company access under the amended facility?

Werner Receivables Company, LLC can access up to $350 million in cash proceeds under the amended Loan and Security Agreement, subject to eligible receivables. This limit may increase to $400 million upon the subsidiary’s request and acceptance by TD Bank and the committed lenders.

How did the Werner Enterprises (WERN) receivables facility limits change?

Previously, the facility allowed up to $325 million in cash proceeds, potentially increasing to $350 million. Amendment No. 3 now establishes a $350 million maximum funding limit, which may rise to $400 million if Werner Receivables Company requests and the committed lenders and TD Bank agree.

What is the Performance Guaranty Werner Enterprises entered into?

Werner Enterprises entered a Performance Guaranty with The Toronto-Dominion Bank as administrative agent. The company provides an unconditional, irrevocable guaranty of monetary and non-monetary obligations of Werner Receivables Company, Werner as servicer, and other originators under the Loan and Security Agreement until all obligations are fully satisfied.

Who are the key counterparties in Werner Enterprises’ amended receivables facility?

Key counterparties include Wells Fargo Bank, National Association as committed lender and group agent, GTA Funding LLC as conduit lender, and The Toronto-Dominion Bank as related committed lender, group agent, and administrative agent under the amended Loan and Security Agreement and related Performance Guaranty.

Does the Performance Guaranty in this Werner (WERN) filing have a set end date?

The Performance Guaranty does not specify a fixed end date. It remains in effect until all obligations supported by the guaranty under the Loan and Security Agreement are paid and performed in full for the beneficiaries, including credit parties and other secured parties.

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

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Accepted by SEC EDGAR 06/10/2026 - 04:06 PM EDT Learn about SEC filing dates

0000793074false00007930742026-06-052026-06-05

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):

June 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 June 5, 2026, Werner Receivables Company, LLC (“WRC”), a wholly-owned subsidiary of Werner Enterprises, Inc. (the “Company"), entered into a third amendment ("Amendment No. 3") to its Loan and Security Agreement, as amended (the "LSA"), as borrower, together with the Company as the servicer, Wells Fargo Bank, National Association as a committed lender and group agent, GTA Funding LLC as a conduit lender, and The Toronto-Dominion Bank (“TD Bank”) as a related committed lender, group agent, and administrative agent. WRC was formed for the purpose of acquiring rights to payment (“Receivables”) arising from services provided by the Company to its customers. The Company has contributed Receivables to WRC and sells Receivables to WRC on a non-recourse basis.

Amendment No. 3 establishes a maximum funding limit of $350 million in cash proceeds for WRC under the LSA, subject to eligible Receivables, which may increase to $400 million upon WRC's request and acceptance thereof by TD Bank and committed lenders. Prior to Amendment No. 3, the maximum funding limit was $325 million in cash proceeds, which may have increased to $350 million upon request and acceptance. Amendment No. 3 also incorporates language from the Performance Guaranty Agreement (“Performance Guaranty”), dated as of June 5, 2026, between the Company as performance guarantor, and TD Bank as administrative agent for and on behalf of the credit partiers and the other secured parties, from time to time (collectively, the “Beneficiaries”) under the LSA.

Under the Performance Guaranty, the Company provides an unconditional, irrevocable guaranty to the Beneficiaries, supporting the obligations (monetary and non-monetary) of WRC, the Company as the servicer, and any other originators under the LSA. The guaranty remains in effect until all obligations are paid and performed in full.

The foregoing description of Amendment No. 3 and the Performance Guaranty do not purport to be complete and are qualified in their entirety by reference to the full text of Amendment No. 3 and the Performance Guaranty, which are filed as Exhibits 10.1 and 10.2, respectively, to this report, and are incorporated by reference herein.

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 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

10.1						Amendment No. 3 to Loan and Security Agreement, dated as of June 5, 2026, by and among Werner Receivables Company, LLC as Borrower, Werner Enterprises, Inc as initial Servicer, Wells Fargo Bank, National Association as a Committed Lender and as a Group Agent, GTA Funding LLC as a Conduit Lender, and The Toronto-Dominion Bank, as a Related Committed Lender, as a Group Agent and as Administrative Agent
10.2						Performance Guaranty, dated as of June 5, 2026, by and among Werner Enterprises, Inc. as Performance Guarantor, and The Toronto-Dominion Bank as Administrative 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: June 10, 2026			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: June 10, 2026			By:						/s/ Alan G. Colson
									Alan G. Colson
									Vice President, Controller and Principal Accounting Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 86.3 KB
• EX-10.2 EX-10.2 46.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB