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Werner Enterprises, Inc. disclosure: DePrince, Race & Zollo, Inc. reports beneficial ownership of 3,055,017 shares of Common Stock, representing 5.10% of the class as of 04/13/2026.
The filing shows DePrince has sole voting power over 2,676,404 shares and sole dispositive power over 3,055,017 shares.
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.
Werner Enterprises, Inc. has called its 2026 annual stockholder meeting for May 12, 2026, asking investors to elect four directors, approve an advisory vote on executive pay, and ratify KPMG as auditor for 2026.
The proxy details weak 2025 results: total revenues of $3.0 billion, operating income of $11.7 million, and a net loss attributable to Werner of $14.4 million, or a loss per diluted share of $0.24, driven by truckload restructuring and impairment, lower equipment gains, inflation, and rate pressure. Cash from operations was $181.8 million, with net capital expenditures of $162.7 million and dividends of $34.1 million.
The compensation program keeps the same structure: base salary, an annual cash incentive based on operating income, revenue ex-fuel, and individual goals, plus long‑term incentives split between restricted stock and performance stock. For 2025, the CEO’s target bonus remained 125% of salary and other named executives at 80%, with overall payouts reduced after performance and a voluntary 25% forfeiture. Stockholders supported 2024 executive pay with 92% approval on the last say‑on‑pay vote. The Board remains majority independent, uses a Lead Independent Director, and maintains ESG and governance committees overseeing sustainability, risk, and board refreshment.
The Vanguard Group filed an Amendment No. 1 to a Schedule 13G/A reporting a change in how it disaggregates holdings for Werner Enterprises Inc. The filing states that, after an internal realignment effective January 12, 2026, certain Vanguard subsidiaries or business divisions will report beneficial ownership separately and The Vanguard Group no longer is deemed to have beneficial ownership of those securities. The amendment reports 0 shares beneficially owned and 0% of the class for Common Stock (CUSIP 950755108).
Werner Enterprises Inc filed an initial insider ownership report for Alan G. Colson, its Vice President and Controller. The filing shows that, as of 2026-03-01, he directly owns 2,519.2170 shares of the company’s common stock.
Werner Enterprises reported a weak 2025, swinging to a loss despite relatively stable revenue. Operating revenues slipped 1.8% to $2.97 billion, while operating income fell to $11.7 million, a 0.4% margin, from $66.1 million in 2024.
The company posted a net loss attributable to Werner of $14.4 million versus prior-year profit of $34.2 million, hurt by a $44.2 million restructuring and impairment charge in its One-Way Truckload business and an $18.0 million litigation settlement plus $3.4 million in related legal fees. These were partly offset by a $45.7 million insurance liability reversal and a $7.9 million favorable change in acquisition earnout.
Truckload Transportation Services revenues declined 4.0% and its operating margin narrowed to 0.8%, while Werner Logistics revenues grew 3.1% and achieved a 0.8% margin. Werner ended 2025 with $752 million of debt, about $702 million of liquidity, and continued its quarterly dividend of $0.14 per share.
Werner Enterprises executive Craig T. Callahan, Executive Vice President and Chief Commercial Officer, reported a tax-withholding disposition of 581 shares of common stock at $32.80 per share. The shares were withheld to cover taxes on the vesting of 1,256 restricted shares granted on February 23, 2023, leaving him with 69,199.822 directly owned shares.
Werner Enterprises President and CLO Nathan J. Meisgeier reported a small share disposition tied to taxes, not an open-market trade. He used 664 shares of common stock at $32.80 per share to satisfy tax withholding on the vesting of 1,436 restricted shares granted in February 2023. After this tax-withholding transaction, he still directly holds 79,155.827 shares of Werner Enterprises common stock.
Werner Enterprises executive reports tax-related share disposition. Exec VP and Chief Accounting Officer James Lynn Johnson had 664 shares of common stock withheld at $32.80 per share on a Form 4. The shares were used to satisfy tax withholding on the vesting of 1,436 restricted stock shares, leaving him with 98,228.437 shares owned directly.