Werner Enterprises, Inc. filings document operating results, material events, governance matters and capital-structure disclosures for a transportation and logistics company. Form 8-K reports furnish quarterly earnings releases, Regulation FD communications and other company updates tied to truckload transportation, logistics services and public investor communications.
The filing record also includes acquisition-related disclosures for FirstFleet, including acquired-business financial statements and pro forma financial information. Proxy materials cover board matters, executive compensation, equity awards and the company’s long-term incentive plan, while material-event reports disclose officer compensation arrangements and financing sources used in completed transactions.
FMR LLC filed an amended ownership report for Werner Enterprises Inc. (WERN), stating that its entities beneficially own 3,765,724.43 shares of Werner common stock, representing 6.3% of the class. FMR LLC reports sole voting power over 2,554,671.55 shares and sole dispositive power over 3,765,724.43 shares, with no shared voting or dispositive power.
Abigail P. Johnson is reported as having sole dispositive power over 3,765,724.43 shares but no voting power, reflecting her role in relation to FMR LLC and its subsidiaries. The filing notes that one or more other persons have the right to receive dividends or sale proceeds from these shares, but no such person has an interest exceeding 5% of Werner’s outstanding common stock. Subsidiary-level ownership details are provided in an attached Exhibit 99.
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.
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.
Werner Enterprises CEO & Chairman Derek J. Leathers reorganized his ownership structure by transferring 59,869 shares of common stock from three Grantor Retained Annuity Trusts into his direct beneficial ownership. After these internal transfers, he directly holds 491,087.12 shares and continues to hold shares through certain trusts. The transactions were coded as J and carried a per-share price of $0.00, indicating no open-market purchases or sales.
Werner Enterprises CEO & Chairman Derek J. Leathers reported internal transfers of 130,562 shares of common stock involving Grantor Retained Annuity Trusts where he is trustee and sole beneficiary. These transfers moved shares into his direct beneficial ownership, which now totals 387,882 shares, alongside remaining indirect trust holdings.
Werner Enterprises executive Jim S. Schelble reported an open-market sale of company stock. On June 12, 2026, he sold 933 shares of Common Stock at $43.93 per share.
After this transaction, Schelble directly holds 70,500.395 shares of Werner Enterprises Common Stock, as reported in the filing.
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.
Arves Scott C reported acquisition or exercise transactions in this Form 4 filing.
Werner Enterprises director Scott C. Arves received a grant of 3,025 shares of restricted common stock as equity compensation. The award was granted at no cash cost per share and is tied to his continued service on the company’s board.
The restricted stock will vest over time: 34% on May 12, 2027, followed by two annual installments of 33% each beginning May 12, 2028, becoming fully vested on May 12, 2029. After this grant, Arves directly holds a total of 17,513 shares of Werner Enterprises common stock, reflecting a routine, compensation-related increase rather than an open-market purchase.
DUREN DIANE K reported acquisition or exercise transactions in this Form 4 filing.
WERNER ENTERPRISES INC director Diane K. Duren reported receiving a grant of 3,025 shares of common stock as a stock award. The shares were granted at no cash cost under a stockholder-approved equity plan and increase her direct holdings to 30,007 shares.
The award is structured as restricted stock that vests over time if she continues serving on the Board. According to the vesting schedule, 34% of the award will vest on May 12, 2027, followed by two annual vesting increments of 33% each beginning May 12, 2028, with full vesting on May 12, 2029.