WERNER ENTERPRISES INC SEC Filings

Mahon Daragh P reported disposition transactions in a Form 4 filing for WERN. The filing lists transactions totaling 753 shares at a weighted average price of $35.57 per share. Following the reported transactions, holdings were 35,565 shares.

Werner Enterprises President and CLO Nathan J. Meisgeier reported a tax-withholding disposition of 941 shares of common stock on February 9, 2026 at $35.57 per share. The shares were withheld to cover taxes on the vesting of 2,034 restricted shares, leaving him with 71,724.827 directly owned shares.

Victory Capital Management, Inc. has filed an amended Schedule 13G showing beneficial ownership of Werner Enterprises common stock. It reports beneficial ownership of 2,795,407 shares, representing 4.67% of the outstanding common stock.

Victory Capital has sole voting power over 2,778,932 shares and sole dispositive power over 2,795,407 shares, with no shared voting or dispositive power. The firm certifies that the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Werner Enterprises.

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.

Werner Enterprises, Inc. received an updated ownership report from First Trust-affiliated entities showing a small passive stake in its common stock. First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation collectively report beneficial ownership of 207,085 Werner shares, representing 0.35% of the outstanding common stock as of 12/31/2025.

The filing explains that most shares are held in unit investment trusts and other investment vehicles sponsored or advised by the First Trust entities, which generally do not have direct voting power. Voting is typically handled by trustees to mirror how other shareholders vote. The reporting firms state the holdings are in the ordinary course of business and not for influencing control, and each disclaims beneficial ownership of the reported shares.

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.

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.

Werner Enterprises (WERN) reported a soft quarter with a swing to loss. Operating revenues were $771.5 million, up 3.5% year over year, but the company recorded an operating loss of $13.0 million and a net loss of $20.6 million, or $(0.34) per diluted share. The quarter reflected higher rent and purchased transportation and insurance costs, along with an $18.0 million class action settlement accrued in salaries, wages and benefits.

Segment results were mixed. Truckload Transportation Services posted a $13.8 million operating loss on $519.8 million of revenue, while Werner Logistics generated $3.0 million of operating income on $232.6 million of revenue. For the nine-month period, insurance expense benefited from a prior $45.7 million liability reversal tied to a June 27, 2025 Texas Supreme Court decision that ended a 2018 case in the company’s favor.

Liquidity remained solid. Operating cash flow was $119.5 million year to date, with capital additions of $164.6 million and $71.3 million of proceeds from equipment sales. Total debt rose to $725.0 million, including $300.0 million drawn under a receivables-backed Loan Security Agreement. After quarter-end, Werner amended the facility to $325.0 million and borrowed an additional $25.0 million.

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.