[8-K] WERNER ENTERPRISES INC Reports Material Event

Rhea-AI Filing Summary

Werner Enterprises reported it has reached an agreement to settle the consolidated class action lawsuits titled Abarca et al. v. Werner for a combined $18 million, after more than a decade of litigation. The settlement is subject to court approval.

The cases involved a variety of allegations brought by a small group of drivers that grew into a class action with tens of thousands of members, covering the years 2010 to 2023. This update was disclosed under Item 8.01 (Other Events).

Insights

Litigation & Accounting Analyst

$18M settlement agreement, pending court approval.

Werner Enterprises announced an agreement to resolve the consolidated Abarca et al. v. Werner class actions for $18,000,000. The filing states the resolution is subject to court approval, which is a standard step before any settlement becomes final.

Operationally, this addresses litigation spanning 2010–2023 with tens of thousands of class members. If approved, the settlement would conclude a long-running matter. The filing does not discuss accounting treatment, timing, or any charges.

Next steps depend on the court’s approval process. Subsequent disclosures may provide details on approval status or payment mechanics if and when the settlement is finalized.

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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):

October 21, 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

Werner Enterprises, Inc. ("Werner") has reached an agreement with the plaintiffs in the consolidated class action lawsuits entitled Abarca et al. v. Werner that are pending in the United States District Court for the District of Nebraska, to settle these cases for a combined $18 million after more than a decade of litigation. The settlement is subject to court approval. The cases involved a variety of allegations brought by a small group of drivers that were eventually converted into a class action with tens of thousands of class members, covering the years 2010 to 2023.

The information contained in this Form 8-K 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 information 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 information is to be considered “filed” under the Exchange Act or incorporates such information by specific reference in an Exchange Act or Securities Act filing.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

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: October 21, 2025			By:						/s/ Christopher D. Wikoff
									Christopher D. Wikoff
									Executive Vice President, Treasurer and Chief Financial Officer
Date: October 21, 2025			By:						/s/ James L. Johnson
									James L. Johnson
									Executive Vice President and Chief Accounting Officer

FAQ

What did WERN announce in its 8-K?

Werner Enterprises reached an agreement to settle the consolidated class action Abarca et al. v. Werner for a combined $18 million, subject to court approval.

How much is the Abarca settlement for WERN?

The combined settlement amount is $18 million, pending court approval.

What time period do the WERN class actions cover?

The class actions cover the years 2010 to 2023.

Is the WERN settlement final?

No. The agreement is subject to court approval.

What is the nature of the Abarca case against WERN?

It involved a variety of allegations initially brought by a small group of drivers, later certified as a class action with tens of thousands of members.

Under which item did WERN disclose this update?

The update appears under Item 8.01 (Other Events).