Victory Capital reveals 4.67% stake in Werner Enterprises (WERN) common shares

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

WERNER ENTERPRISES INC

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950755108

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 950755108

1

Names of Reporting Persons

Victory Capital Management, Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,778,932.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,795,407.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,778,932.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.67 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: WERNER ENTERPRISES INC
(b)	Address of issuer's principal executive offices: 14507 Frontier Road Omaha, NE 68138
Item 2.
(a)	Name of person filing: Victory Capital Management, Inc.
(b)	Address or principal business office or, if none, residence: 15935 La Cantera Pkwy San Antonio, TX 78256
(c)	Citizenship: New York
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 950755108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 2,795,407.0000
(b)	Percent of class: 4.67 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 2,778,932.0000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 2,795,407.0000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Victory Capital Management, Inc.

Signature:	Sean Fox
Name/Title:	Chief Compliance Officer
Date:	02/11/2026

FAQ

What percentage of Werner Enterprises (WERN) does Victory Capital own?

Victory Capital Management, Inc. reports beneficial ownership of 4.67% of Werner Enterprises’ common stock. This percentage is based on 2,795,407 shares of common stock that Victory Capital identifies as beneficially owned under Schedule 13G/A.

How many Werner Enterprises (WERN) shares does Victory Capital beneficially own?

Victory Capital Management, Inc. states it beneficially owns 2,795,407 shares of Werner Enterprises common stock. This figure is disclosed under the ownership section and forms the basis for its reported 4.67% stake in the company.

What voting power does Victory Capital have over Werner Enterprises (WERN) shares?

Victory Capital reports sole voting power over 2,778,932 shares of Werner Enterprises common stock and no shared voting power. This means only Victory Capital can vote or direct the vote for those shares under the Schedule 13G/A disclosure.

Is Victory Capital seeking control of Werner Enterprises (WERN) with this stake?

Victory Capital certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Werner Enterprises, consistent with a passive investment disclosed on Schedule 13G.

What type of SEC filing did Victory Capital submit for its WERN stake?

Victory Capital submitted an amended Schedule 13G (Schedule 13G/A) for Werner Enterprises common stock. This form is typically used by investors holding significant positions without the intent to influence or change control of the issuer.

When was the ownership event for Victory Capital’s Werner (WERN) position dated?

The date of the event requiring the ownership report is listed as December 31, 2025. This date anchors when the reported 2,795,407 shares and related 4.67% ownership position in Werner Enterprises were measured.