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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):
December 2, 2024

WERNER ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

Nebraska0-1469047-0648386
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
14507 Frontier Road 
Post Office Box 45308
Omaha,Nebraska68145-0308
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par ValueWERNThe 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 5.02.    DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
Compensatory Arrangement of Certain Officers
On December 2, 2024, the Board of Directors of Werner Enterprises, Inc. (the “Company”) approved the following Restricted Stock (“RS”) awards for each of the Company’s named executive officers listed below.
Named Executive OfficerRS (#)
Christopher D. Wikoff 5,081 
Executive Vice President, Treasurer and Chief Financial Officer
Nathan J. Meisgeier12,702 
President and Chief Legal Officer
The grants of restricted stock are subject to the terms and conditions of the Company’s 2023 Long-Term Incentive Plan approved by stockholders on May 9, 2023 (the “Plan”), and to the agreements governing the terms and conditions of the awards. The restricted stock vests 100% on the third anniversary from the grant date.

The foregoing descriptions are not complete descriptions of all the rights and obligations and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 9, 2023, and the agreement governing the restricted stock, which is filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, all of which are incorporated by reference herein.
ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

    (d)    Exhibits.

104Cover 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: December 6, 2024
By: /s/ Christopher D. Wikoff
 Christopher D. Wikoff
 Executive Vice President, Treasurer and
Chief Financial Officer
Date: December 6, 2024
By: /s/ James L. Johnson
 James L. Johnson
 Executive Vice President and Chief Accounting
Officer






v3.24.3
Document and Entity Information Document
Dec. 02, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 02, 2024
Entity File Number 0-14690
Entity Registrant Name WERNER ENTERPRISES, INC.
Entity Central Index Key 0000793074
Amendment Flag false
Entity Incorporation, State or Country Code NE
Entity Tax Identification Number 47-0648386
Entity Address, Address Line One 14507 Frontier Road
Entity Address, Address Line Two Post Office Box 45308
Entity Address, City or Town Omaha
Entity Address, State or Province NE
Entity Address, Postal Zip Code 68145-0308
City Area Code 402
Local Phone Number 895-6640
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 Par Value
Trading Symbol WERN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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