[SCHEDULE 13G/A] Werner Enterprises Inc SEC Filing

Rhea-AI Filing Summary

Macquarie Group and two affiliated entities report owning 2,755,900 common shares of Werner Enterprises, equal to 4.46% of the outstanding class. Two of the reporting entities are shown with sole voting and sole dispositive power over those shares, while the parent holding company reports the aggregate amount but no sole voting or dispositive power. The filers state the shares are held in the ordinary course of business and were not acquired to change or influence control of the issuer. This disclosure updates prior Schedule 13G information and identifies the specific reporting entities and their classifications.

Positive

• Beneficial ownership disclosed: 2,755,900 shares, representing 4.46% of the class
• Clear voting/dispositive attribution: two affiliates reported sole voting and sole dispositive power over the shares
• Certification of ordinary-course holdings: filers state shares were not acquired to influence control

Negative

• None.

Insights

Financial Analyst

TL;DR: Macquarie-affiliated entities disclose a non-controlling 4.46% stake in WERN; ownership is material enough to note but not control-changing.

The filing reports an aggregate beneficial interest of 2,755,900 shares (4.46%) in Werner Enterprises. Under common SEC materiality thresholds, this is below a 5% ownership trigger that typically signals a potentially control-influencing stake. The disclosure is transparent about voting and dispositive arrangements: two affiliates hold sole voting and dispositive power while the parent reports aggregate exposure without sole control. For investors, this is a notable institutional position but not a controlling or activist stake.

Corporate Governance Expert

TL;DR: Filing shows standard passive ownership disclosure with certifications that holdings are not for control; governance impact appears limited.

The Schedule 13G amendment identifies the reporting parties and classifications and explicitly certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing control. Two reporting entities are recorded with sole voting and dispositive power, which is important for proxy and governance tracking, but the overall stake of 4.46% remains below common thresholds that typically trigger heightened governance scrutiny or activism. The filing provides clear attribution of voting/dispositive rights, aiding shareholder registry transparency.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Werner Enterprises Inc

(Name of Issuer)

Common Shares

(Title of Class of Securities)

950755108

(CUSIP Number)

06/30/2025

(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

Macquarie Group Limited

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

AUSTRALIA

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 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,755,900.00

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)

4.46 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 950755108

1

Names of Reporting Persons

Macquarie Management Holdings 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 2,755,900.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,755,900.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,755,900.00

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)

4.46 %

12

Type of Reporting Person (See Instructions)

HC

SCHEDULE 13G

CUSIP No. 950755108

1

Names of Reporting Persons

Macquarie Investment Management Business Trust

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 2,755,900.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 2,755,900.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,755,900.00

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)

4.46 %

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 Rd, Post Office Box 45308 Omaha, NE 68145-0308
Item 2.
(a)	Name of person filing: This Schedule 13G is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc, and Macquarie Investment Management Business Trust.
(b)	Address or principal business office or, if none, residence: The principal business address of Macquarie Group Limited is Level 1, 1 Elizabeth Street, Sydney, New South Wales, Australia. The principal business address of Macquarie Management Holdings Inc. and Macquarie Investment Management Business Trust is 610 Market Street, Philadelphia, PA 19106.
(c)	Citizenship: Macquarie Group Limited - Sydney, New South Wales, Australia Corporation. Macquarie Management Holdings Inc., Macquarie Investment Management Business Trust- incorporated or formed under the laws of the State of Delaware.
(d)	Title of class of securities: Common Shares
(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: See responses on the cover page hereto
(b)	Percent of class: See responses on the cover page hereto
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See responses on the cover page hereto
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: See responses on the cover page hereto
	(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.
	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 Exhibit A
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.

Macquarie Group Limited

Signature:	/s/ Philip Alexander
Name/Title:	Philip Alexander / Associate Director
Date:	08/11/2025

Signature:	/s/ Charles Glorioso
Name/Title:	Charles Glorioso / Division Director
Date:	08/11/2025

Macquarie Management Holdings Inc

Signature:	/s/ Marty Wolin
Name/Title:	Marty Wolin / Chief Compliance Officer
Date:	08/11/2025

Macquarie Investment Management Business Trust

Signature:	/s/ Marty Wolin
Name/Title:	Marty Wolin / Chief Compliance Officer
Date:	08/11/2025

FAQ

How many Werner Enterprises (WERN) shares do Macquarie entities report owning?

The filing reports an aggregate beneficial ownership of 2,755,900 shares, equal to 4.46% of the common shares outstanding.

Do the Macquarie filers have voting or dispositive power over the WERN shares?

Two reporting entities are listed with sole voting power and sole dispositive power for the 2,755,900 shares; the parent entity reports the aggregate amount without sole power.

Is this ownership intended to influence control of Werner Enterprises (WERN)?

The filers certify that the securities are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

Which entities filed the Schedule 13G amendment for WERN?

The statement is jointly filed by Macquarie Group Limited, Macquarie Management Holdings Inc, and Macquarie Investment Management Business Trust.

Does the reported stake trigger a 5% ownership threshold for WERN?

No. The reported 4.46% stake is below the 5% threshold that commonly marks a change in reporting classification or heightened investor scrutiny.