Vanguard Capital Management (WERN) reports 5.09% ownership in Werner

Rhea-AI Filing Summary

Werner Enterprises Inc ownership update: Vanguard Capital Management reports 3,049,778 shares of Common Stock, representing 5.09% of the class as of 03/31/2026. The filing states Vanguard has sole dispositive power over these shares and sole voting power for 449,884 shares.

Insights

Institutional Ownership Analyst

Large passive holder reports a 5.09% stake as of 03/31/2026.

Vanguard Capital Management reports beneficial ownership of 3,049,778 shares with sole dispositive power, indicating control over voting decisions for certain managed assets. The filing attributes holdings to Vanguard and affiliated investment vehicles.

Implications hinge on whether holdings are in index/passive funds versus active strategies; subsequent Form 13F or vote disclosures could clarify voting intent.

Corporate Governance Specialist

Filing documents voting and dispositive powers separately, useful for governance review.

The Schedule 13G lists 449,884 shares of sole voting power and 3,049,778 shares of sole dispositive power, reflecting the legal mechanics of custody and management across Vanguard entities. The filing follows Release No. 34-39538 disclosure conventions.

For board-level or shareholder proposal analysis, note the 03/31/2026 snapshot; voting behavior may be revealed in proxy-season disclosures.

Key Figures

Beneficial ownership: 3,049,778 shares Percent of class: 5.09% Sole voting power: 449,884 shares +1 more

4 metrics

Beneficial ownership 3,049,778 shares as of 03/31/2026

Percent of class 5.09% reported on Schedule 13G

Sole voting power 449,884 shares as of 03/31/2026

Sole dispositive power 3,049,778 shares controls sale/transfer decisions

Key Terms

Schedule 13G, Beneficially owned, Dispositive power, Sole voting power

4 terms

Schedule 13G regulatory

"Vanguard Capital Management files Schedule 13G reporting beneficial ownership"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Beneficially owned regulatory

"reflects the securities beneficially owned, or deemed to be beneficially owned"

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.

Dispositive power regulatory

"Sole power to dispose or to direct the disposition of: 3049778"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Sole voting power regulatory

"Sole power to vote or to direct the vote: 449,884"

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Werner Enterprises Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

950755108

(CUSIP Number)

03/31/2026

(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

Vanguard Capital Management

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

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 449,884.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 3,049,778.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,049,778.00

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)

5.09 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Vanguard Capital Management LLC and the following affiliates of Vanguard Capital Management LLC or business divisions of such affiliates: Vanguard Asset Management Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisers, LLC and Vanguard Investments Australia Ltd. This Schedule 13G includes securities held by Vanguard funds, or sleeves thereof, over which Vanguard Capital Management LLC exercises dispositive power, in addition to securities held by clients over which the affiliates or business divisions of such affiliates indicated above exercise dispositive and/or voting power. This Schedule 13G does not include securities, if any, beneficially owned by other subsidiaries or affiliates of Vanguard Capital Management LLC, or business divisions of such subsidiaries, whose ownership of securities is disaggregated from that of the reporting business unit in accordance with such release.

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: Vanguard Capital Management
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd,, Malvern, PA, 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP Number(s): 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: 3049778
(b)	Percent of class: 5.09 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 449884
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 3049778
	(iv) Shared power to dispose or to direct the disposition of: 0
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. Vanguard Capital Management, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein.No one other person's interest in the securities reported herein is more than 5%.
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.

Vanguard Capital Management

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	04/30/2026

FAQ

What stake does Vanguard report in WERN on 03/31/2026?

Vanguard Capital Management reports 3,049,778 shares, equal to 5.09% of Werner Enterprises' Common Stock as of 03/31/2026. This figure is the beneficial ownership reported on the Schedule 13G filing.

How many shares does Vanguard have voting power over in WERN?

The filing shows Vanguard has sole voting power over 449,884 shares of Werner Enterprises Common Stock. Voting and dispositive powers are disclosed separately in the Schedule 13G.

Who filed the Schedule 13G for WERN and when was it signed?

The Schedule 13G was filed by Vanguard Capital Management and signed by Ashley Grim, Head of Global Fund Administration, with the signature dated 04/30/2026 reflecting the reporting period ending 03/31/2026.

Does Vanguard report shared dispositive or voting power for WERN?

No; the Schedule 13G lists 0 for shared voting power and 0 for shared dispositive power, indicating Vanguard reports only sole powers for the disclosed holdings.

Are these Vanguard holdings held on behalf of other parties?

The filing states Vanguard exercises dispositive power on behalf of various Vanguard funds and managed accounts, and that no single other person holds more than 5% of the class in these reported securities.