Form 8-K

8-K — WERNER ENTERPRISES INC

Accession: 0000793074-26-000162

Filed: 2026-10-19

Period: 2026-10-19

CIK: 0000793074

SIC: 4213 (TRUCKING (NO LOCAL))

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wern-20261019.htm (Primary)

EX-99.1 (wern-8xk101926exhibit.htm)

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8-K

8-K (Primary)

Filename: wern-20261019.htm · Sequence: 1

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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 19, 2026

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

Omaha , Nebraska 68138

Attn: Legal Department/Corporate Secretary

Email: invrelations@werner.com

(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 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On October 19, 2026, the registrant issued a press release announcing its earnings expectations for the third quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 2.02 and the press release furnished as Exhibit 99.1 to 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 and exhibit 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 and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

The press release furnished as Exhibit 99.1 to this 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 latest available Annual Report on Form 10-K and any 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

99.1

Press release issued by the registrant on October 19, 2026, “Werner® Reports Preliminary Third Quarter 2026 Financial Results."

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: October 19, 2026

By: /s/ Christopher D. Wikoff

Christopher D. Wikoff

Executive Vice President, Chief Financial Officer, and Treasurer

Date: October 19, 2026

By: /s/ Alan G. Colson

Alan G. Colson

Vice President, Controller, and Principal Accounting Officer

EX-99.1

Filename: wern-8xk101926exhibit.htm · Sequence: 2

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

WERNER® REPORTS PRELIMINARY THIRD QUARTER 2026 FINANCIAL RESULTS

OMAHA, NEBRASKA, October 19, 2026 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today announced preliminary unaudited financial results for the third quarter ended September 30, 2026.

The Company expects preliminary total revenues to be approximately $946 million to $951 million, GAAP diluted earnings per share to be approximately $0.10 to $0.11, and non-GAAP adjusted diluted earnings per share(1) to be approximately $0.15 to $0.16 for the third quarter 2026. Financial results for the third quarter 2026 were negatively impacted by approximately $0.18 per share of cumulative cost headwinds compared to the second quarter 2026, primarily consisting of:

•Rapidly rising fuel prices;

•Driver recruitment and retention investments; and

•A late-quarter insurance reserve adjustment related to past claims.

Werner plans to provide additional details when reporting its third quarter earnings results on Tuesday, October 27, 2026, after market close.

Werner Enterprises, Inc. (“Werner”) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With Werner® 2025 revenues of nearly $3.0 billion, a modern truck and trailer fleet, more than 14,500 talented associates and our innovative Werner EDGE® technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. In January 2026, Werner acquired FirstEnterprises, Inc. (“FirstFleet”), which generated more than $600 million in unaudited 2025 revenues. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. Werner embraces inclusion as a core value and manages key risks and opportunities through a balanced sustainability strategy.

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, 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 Werner’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 Company’s latest available Annual Report on Form 10-K and any subsequently filed Quarterly Reports on Form 10-Q.

For those reasons, undue reliance should not be placed on any forward-looking statement. Werner 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.

Contacts

Christopher D. Wikoff

Executive Vice President, Chief Financial Officer,

and Treasurer

(402) 894-3700

(1) Non-GAAP Financial Measure and Reconciliation:

Three Months Ended September 30, 2026

Non-GAAP Adjusted Diluted Earnings Per Share (a)

Low-End

Estimate High-End

Estimate

Diluted earnings per share – (GAAP) $ 0.10 $ 0.11

Non-GAAP adjustments:

Amortization of intangible assets (b)

0.03 0.03

Acquisition expenses (c)

0.03 0.03

Loss (gain) on investments in equity securities (d)

— —

Loss (earnings) from equity method investment (d)

— —

Income tax effect of above adjustments (e)

(0.01) (0.01)

Non-GAAP adjusted diluted earnings per share $ 0.15 $ 0.16

(a) Non-GAAP adjusted diluted earnings per share should be considered in addition to, rather than as substitutes for GAAP diluted earnings per share, which is its most directly comparable GAAP financial measure.

(b) Amortization expense related to intangible assets acquired in our business acquisitions is excluded because management does not believe the expense is indicative of our core operating performance.

(c) We incurred business acquisition-related expenses including legal and professional fees. Acquisition-related expenses are excluded as management believes these expenses are not representative of the costs of managing our on-going business.

(d) Management believes excluding the effect of gains/losses on our investments in equity securities and earnings/losses from our equity method investments provides a more useful comparison of our performance from period to period.

(e) The income tax effect of the non-GAAP adjustments is calculated using the incremental income tax rate excluding discrete items.

Source: Werner Enterprises, Inc.

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