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Werner Entprise 8-K Filings

WERN NASDAQ

Every 8-K that Werner Entprise (WERN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow WERN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full WERN filings page.

Rhea-AI Summary

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.

Rhea-AI Summary

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.

Rhea-AI Summary

Werner Enterprises, Inc. will participate in Deutsche Bank’s Chicago Industrials Summit on August 11, 2026, in Chicago, including investor meetings and a fireside chat from 10:00 a.m. to 10:45 a.m. CT.

A live webcast and a replay will be accessible through the Werner website, with the archive available for 30 days. Werner highlights 2025 revenues of nearly $3.0 billion and a workforce of more than 14,500 associates, and notes that any forward-looking statements are covered by safe harbor provisions and may differ materially from actual results.

Rhea-AI Summary

Werner Enterprises reported second-quarter 2026 total revenues of $933.9 million, up 24% year over year, driven by a 36% increase in Truckload Transportation Services revenue and higher fuel surcharges. GAAP operating income fell to $16.9 million with a 1.8% margin, primarily due to the non-recurrence of $53.6 million of favorable liability reversals and contingent consideration benefits recorded in 2025.

On a non-GAAP basis, adjusted operating income rose 67% to $27.6 million, and adjusted diluted EPS increased to $0.22 from $0.08, while GAAP diluted EPS declined to $0.11. TTS adjusted operating income increased 153%, supported by the FirstFleet acquisition, a 16.3% rise in segment trucks, and 27.7% growth in One-Way Truckload revenue per truck per week. Werner Logistics generated a $3.9 million operating loss on 4% lower revenue. Cash flow from operations increased 84% to $84.7 million, net capital proceeds were $9.7 million, and at June 30, 2026 the company had $57.0 million in cash, $841.3 million of total debt, and $657.0 million of liquidity. Updated 2026 guidance lowers TTS truck-count growth to 16%–18% while raising net capital expenditure and Dedicated and One-Way revenue-per-unit growth targets.

Rhea-AI 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.

Rhea-AI Summary

Werner Enterprises, Inc. reported governance updates from its May 12, 2026 Annual Meeting of Stockholders and a board change. Director Carmen A. Tapio retired from the Board effective May 12, 2026, and the company stated her decision was not due to any disagreement with management or the Board.

Stockholders elected three Class II directors and one Class III director, each receiving over 54.4 million votes in favor. Investors also approved the advisory resolution on executive compensation with 54,000,280 votes for, and ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

Rhea-AI Summary

Werner Enterprises, Inc. filed an 8-K to share that it will participate in two upcoming investment conferences. The company plans to attend the Wolfe Research 19th Annual Global Transportation & Industrials Conference on May 19, 2026 in New York City and the Wells Fargo 16th Industrials & Materials Conference on June 9, 2026 in Chicago, both including investor meetings. A live webcast and 30-day replay will be available for the Wells Fargo fireside chat through the Werner website. Werner highlights that it is a premier transportation and logistics provider with 2025 revenues of nearly $3.0 billion and more than 14,500 associates, serving customers across the United States, Mexico and Canada. The press release and related webcast communications may include forward-looking statements subject to the usual safe harbor protections and risk factors described in its Form 10-K and Form 10-Q filings.

Rhea-AI Summary

Werner Enterprises reported improved but still modest results for first quarter 2026. Total revenues rose to $808.6 million, up 14% from $712.1 million a year ago, driven by an 18% increase in Truckload Transportation Services and essentially flat Werner Logistics revenues.

Operating income was $4.0 million compared to a $5.8 million loss, and adjusted operating income reached $11.9 million versus a $1.8 million adjusted loss. The company posted a net loss attributable to Werner of $4.3 million, narrower than the $10.1 million loss last year, while adjusted net income was $1.3 million with adjusted diluted earnings per share of $0.02.

Truckload Transportation Services benefited from the FirstFleet acquisition, higher dedicated fleet size, and restructuring in One-Way Truckload, which lifted revenues per truck per week by 9.6%. Cash flow from operations strengthened to $89.2 million, and Werner reaffirmed its 2026 guidance for TTS truck count growth, capital expenditures, and tax rate while modestly raising certain revenue-per-truck assumptions.

Rhea-AI Summary

Werner Enterprises, Inc. filed an amended report to add full financial statements for its acquisition of FirstEnterprises, Inc. (FirstFleet) and pro forma combined results. Werner acquired 100% of FirstFleet’s equity interests on January 27, 2026.

FirstFleet generated $631.98 million in revenue and $10.49 million in net income for the year ended March 30, 2025. Werner paid $245.0 million, including a maximum $35.0 million earnout, plus $37.8 million for related real estate, funded with cash, its revolving credit facility and assumed leases.

Rhea-AI Summary

Werner Enterprises, Inc. updated 2026 compensation for its named executive officers, combining higher base salaries with stock awards and performance-based bonuses. The CEO’s base salary is set at $980,000, with other executives’ salaries ranging from $445,000 to $550,000, effective February 13, 2026.

Executives received restricted stock and performance stock grants under the 2023 Long-Term Incentive Plan. Restricted shares vest 34%, 33%, and 33% over three years. Performance shares cliff-vest after three years based on average annual diluted EPS growth from January 1, 2026 through December 31, 2028, with payouts from 0% to 200% of target, adjusted by a total shareholder return modifier of up to ±25%.

The 2026 annual incentive program allows each officer to earn 0% to 200% of a target bonus equal to 80%–125% of base salary, driven by operating income, revenue excluding fuel surcharges, and individual performance. Executives also may receive perquisites and continue to participate in retirement and health benefit plans.

Rhea-AI 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.

Rhea-AI Summary

Werner Enterprises, Inc. reported that it will participate in three upcoming investment conferences and has issued a press release with the details. Live webcasts of these conferences will be available through the Investors section of its website, with replays accessible for a limited time.

The company notes that the conference information and related press release are being furnished under Regulation FD and are not deemed filed for liability purposes under federal securities laws. It also includes standard cautionary language that any forward-looking statements made may differ materially from actual results.

Rhea-AI Summary

Werner Enterprises disclosed that it acquired 100% of the equity interests of First Enterprises, Inc. (FirstFleet), a dedicated transportation company headquartered in Murfreesboro, Tennessee. The purchase price is $245 million, which includes a maximum $35 million earnout tied to gross revenue net of fuel surcharge for the period from April 1, 2026 through March 31, 2027.

Under a separate agreement, Werner also acquired certain FirstFleet real estate properties for $37.8 million. The transactions were funded with Werner’s cash on hand and its existing revolving credit facility, and Werner also assumed certain capital leases. A press release with additional details is furnished as an exhibit.

Rhea-AI Summary

Werner Enterprises announced plans to participate in four investment conferences and furnished a related press release as Exhibit 99.1.

Live webcasts for the Baird and UBS conferences will be available on the company’s website under Investors > News & Events > Events Calendar, with replays accessible for a limited period following the conference dates. The information was furnished under Item 7.01 and is not deemed filed under the Exchange Act.

Rhea-AI Summary

Werner Enterprises (WERN) furnished an 8-K announcing its third-quarter 2025 results press release. The company reported that a press release covering financial results for the quarter ended September 30, 2025 was furnished as Exhibit 99.1.

The information under Item 2.02 and Exhibit 99.1 is furnished, not filed, and is not subject to Section 18 liability. The release includes forward-looking statements under the PSLRA safe harbor.

Rhea-AI Summary

Werner Enterprises reported it has reached an agreement to settle the consolidated class action lawsuits titled Abarca et al. v. Werner for a combined $18 million, after more than a decade of litigation. The settlement is subject to court approval.

The cases involved a variety of allegations brought by a small group of drivers that grew into a class action with tens of thousands of members, covering the years 2010 to 2023. This update was disclosed under Item 8.01 (Other Events).

Rhea-AI Summary

Werner Enterprises, Inc. filed a current report to inform investors that it will participate in the Morgan Stanley 13th Annual Laguna Conference on September 10, 2025. The company issued a press release on August 21, 2025 about this event, which is included as an exhibit.

A live webcast of Werner’s conference appearance will be available to the public on the company’s website in the Investors section under News & Events, with a replay offered online for a limited period afterward. The company notes that this communication and the related press release are furnished, not filed, and may contain forward-looking statements that are subject to risks described in its annual and quarterly reports.

Rhea-AI Summary

Werner Enterprises, Inc. reported that on August 7, 2025 its Board approved a new stock repurchase program authorizing the repurchase of up to 5,000,000 shares of common stock. The Board withdrew the prior repurchase authorization, which had approximately 1,800,000 shares remaining available.

The company said repurchases may occur from time to time depending on market, economic and other factors, and the new authorization will remain in effect until the Board withdraws it. A press release announcing these Board actions was issued on August 11, 2025 and is furnished as an exhibit.

Rhea-AI Summary

Werner Enterprises (NASDAQ:WERN) filed an 8-K after the Texas Supreme Court overturned a $90 million 2018 verdict stemming from a 2014 accident.

Financial impact to be recognized in Q2 2025:

  • $45.7 million liability (incl. interest) will be reversed, lifting pre-tax income and shareholders’ equity.
  • Company will also reverse a $79.2 million insurance receivable and matching claims liability, cleaning up the balance sheet.
  • Maximum exposure under existing policies remains $10 million, already covered by insurance premiums.

The decision eliminates a long-running legal overhang and improves capital flexibility; no changes to operating guidance were provided.