[8-K] Werner Enterprises Inc Reports Material Event

Rhea-AI Filing Summary

Werner Enterprises, Inc. reported that on August 7, 2025 its Board approved a new stock repurchase program authorizing the repurchase of up to 5,000,000 shares of common stock. The Board withdrew the prior repurchase authorization, which had approximately 1,800,000 shares remaining available.

The company said repurchases may occur from time to time depending on market, economic and other factors, and the new authorization will remain in effect until the Board withdraws it. A press release announcing these Board actions was issued on August 11, 2025 and is furnished as an exhibit.

Positive

• New authorization for up to 5,000,000 shares gives management flexibility to return capital or reduce share count
• Prior authorization formally withdrawn, consolidating repurchase authority under the new program
• Public press release issued and furnished as an exhibit, improving transparency about the Board action

Negative

• None.

Insights

Corporate Finance Analyst

Board authorized a larger buyback to manage capital structure and return cash.

The Board approved a new authorization to repurchase 5,000,000 shares, replacing a prior authorization with ~1,800,000 shares remaining. This increases the firm's ability to repurchase stock over time, which can reduce share count if executed.

Execution depends on market and economic conditions; investors should note there is no fixed schedule or mandatory repurchase amount in the authorization and timing is unspecified.

Investor Relations Specialist

Company communicated the action publicly and furnished a press release as an exhibit.

The press release for the Board actions was issued on August 11, 2025 and is furnished as Exhibit 99.1. The exhibit is furnished (not "filed") and therefore is not incorporated by reference into other filings unless expressly stated.

Share repurchases will occur "from time to time" and depend on market conditions; stakeholders should watch future disclosures for actual repurchase volumes and timing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 7, 2025

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska

0-14690

47-0648386

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

14507 Frontier Road

Post Office Box 45308

Omaha

,

Nebraska

68145-0308

(Address of principal executive offices)

(Zip Code)

(402) 895-6640

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR40.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 Par Value

WERN

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01.    OTHER EVENTS

On August 7, 2025, the Company's Board of Directors (the "Board") approved a new stock repurchase program under which the Company is authorized to repurchase up to 5 million shares of its common stock. Upon approval of the new program, the Board withdrew the previous stock repurchase authorization, which had approximately 1.8 million shares remaining available for repurchase. The Company may repurchase stock from time to time depending on market, economic and other factors. The new authorization will continue until the Board withdraws it.

On August 11, 2025, the Company issued a press release to announce these, among other, Board actions. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K. Such exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such exhibit is to be considered “filed” under the Exchange Act or incorporates such exhibit by specific reference in an Exchange Act or Securities Act filing.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

    (d)    Exhibits.

99.1						Press release issued by the Company on August 11, 2025, “Werner Enterprises Announces New Stock Repurchase Authorization and Quarterly Dividend”
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			WERNER ENTERPRISES, INC.
Date: August 11, 2025			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: August 11, 2025			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer

FAQ

What did Werner Enterprises (WERN) announce about share repurchases?

The Board approved a new repurchase program to buy up to 5,000,000 shares and withdrew the prior authorization that had ~1,800,000 shares remaining.

When did WERN's Board approve the new repurchase authorization?

The Board approved the new authorization on August 7, 2025, and a press release was issued on August 11, 2025.

Will the repurchase program automatically buy shares?

No. The company stated it may repurchase stock from time to time depending on market, economic and other factors; there is no fixed schedule.

Is the press release filed with the SEC?

The press release is furnished as Exhibit 99.1 and is not deemed "filed" for purposes of Section 18 of the Exchange Act unless expressly stated.

How long will the new repurchase authorization last?

The authorization will continue until the Board withdraws it; no termination date was specified in the disclosure.