FMR LLC discloses 6.3% Werner Enterprises (WERN) ownership in amended 13G filing

Rhea-AI Filing Summary

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.

Key Figures

Shares beneficially owned: 3,765,724.43 shares Ownership percentage: 6.3% Sole Voting Power: 2,554,671.55 shares +3 more

6 metrics

Shares beneficially owned 3,765,724.43 shares Werner Enterprises common stock beneficially owned by FMR LLC

Ownership percentage 6.3% Percent of Werner Enterprises common stock class owned by FMR LLC

Sole Voting Power 2,554,671.55 shares Shares of Werner Enterprises over which FMR LLC has sole voting power

Sole Dispositive Power (FMR LLC) 3,765,724.43 shares Shares of Werner Enterprises over which FMR LLC has sole dispositive power

Sole Dispositive Power (Abigail P. Johnson) 3,765,724.43 shares Shares of Werner Enterprises over which Abigail P. Johnson has sole dispositive power

Filing date 08/05/2026 Date of signature for the amended ownership report

Key Terms

beneficially owned, Sole Voting Power, Sole Dispositive Power, Ownership of more than 5 Percent, +1 more

5 terms

beneficially owned financial

"Item 4. | Ownership (a) | Amount beneficially owned: 3765724.43"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Sole Voting Power financial

"5 | Sole Voting Power 2,554,671.55 6 | Shared Voting Power 0.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"7 | Sole Dispositive Power 3,765,724.43 8 | Shared Dispositive Power 0.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Ownership of more than 5 Percent regulatory

"Item 6. | Ownership of more than 5 Percent on Behalf of Another Person."

parent holding company regulatory

"If a parent holding company has filed this schedule, pursuant to (ii)(G)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How many Werner Enterprises (WERN) shares does FMR LLC report owning?

FMR LLC reports beneficial ownership of 3,765,724.43 shares of Werner Enterprises common stock. This stake represents 6.3% of the company’s outstanding common stock according to the Schedule 13G/A filing.

What percentage of Werner Enterprises (WERN) does FMR LLC beneficially own?

FMR LLC reports beneficial ownership of 6.3% of Werner Enterprises’ common stock. This corresponds to 3,765,724.43 shares, with FMR LLC holding sole voting power over a portion of these shares as detailed in the filing.

What voting power does FMR LLC have over Werner Enterprises (WERN) shares?

FMR LLC reports sole voting power over 2,554,671.55 shares of Werner Enterprises common stock and no shared voting power. It also has sole dispositive power over 3,765,724.43 shares, with no shared dispositive power.

What is Abigail P. Johnson’s reported interest in Werner Enterprises (WERN)?

Abigail P. Johnson is reported as having sole dispositive power over 3,765,724.43 shares of Werner Enterprises common stock. She has no voting power over these shares, and no shared voting or dispositive power, according to the Schedule 13G/A.

Do other investors share in the economic interest of FMR LLC’s Werner (WERN) stake?

The filing states that one or more other persons may receive dividends or sale proceeds from the Werner shares. However, no single person holds an interest exceeding 5% of Werner’s total outstanding common stock through these arrangements.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

WERNER ENTERPRISES INC

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

950755108

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 950755108

1

Names of Reporting Persons

FMR LLC

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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,554,671.55
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,765,724.43
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,765,724.43

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)

6.3 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP Number(s): 950755108

1

Names of Reporting Persons

Abigail P. Johnson

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,765,724.43
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,765,724.43

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)

6.3 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: WERNER ENTERPRISES INC
(b)	Address of issuer's principal executive offices: 14507 FRONTIER ROAD,OMAHA,NE,US,68138
Item 2.
(a)	Name of person filing: FMR LLC
(b)	Address or principal business office or, if none, residence: 245 Summer Street, Boston, Massachusetts 02210
(c)	Citizenship: Not applicable
(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: 3765724.43
(b)	Percent of class: 6.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Please see the responses to Items 5 and 6 on the cover page.
	(ii) Shared power to vote or to direct the vote: 0.00
	(iii) Sole power to dispose or to direct the disposition of: 3765724.43
	(iv) Shared power to dispose or to direct the disposition of: 0.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. One or more other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the COMMON STOCK of WERNER ENTERPRISES INC. No one other person's interest in the COMMON STOCK of WERNER ENTERPRISES INC is more than five percent of the total outstanding COMMON STOCK.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See attached Exhibit 99.
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.

FMR LLC

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 3, 2023, by and on behalf of FMR LLC and its direct and indirect subsidiaries*
Date:	08/05/2026

Abigail P. Johnson

Signature:	Stephanie J. Brown
Name/Title:	Duly authorized under Power of Attorney effective as of January 26, 2023, by and on behalf of Abigail P. Johnson**
Date:	08/05/2026

Comments accompanying signature: * This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 10, 2023, accession number: 0000315066-23-000003. ** This power of attorney is incorporated herein by reference to Exhibit 24 to the Schedule 13G filed by FMR LLC on January 31, 2023, accession number: 0000315066-23-000038.

Exhibit Information

Please see Exhibit 99 for 13d-1(k) (1) agreement.