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BCS

Current Report · Items 5.02, 9.01 · 8-K

Werner Enterprises, Inc.

WERNNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On August 7, 2026 the Board of Directors (the "Board") of Werner Enterprises, Inc.…

Filed Aug 10, 2026Accepted Aug 10, 2026, 9:02 AM EDTCIK 793074Accession 0000793074-26-000144
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Company context

Werner Enterprises, Inc. (“Werner”) (Nasdaq: WERN) 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 14,800 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.

Current securities

Recent company filings

  1. Results of Operations and Financial ConditionOct 27, 2026
  2. Results of Operations and Financial ConditionOct 19, 2026
  3. Entry into a Material Definitive Agreement · Termination of a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementOct 8, 2026
  4. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsOct 6, 2026
  5. Regulation FD DisclosureAug 24, 2026

Registered securities in this filing

WERNER ENTERPRISES, INC. · 8-K · Filed 2026-08-10

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.01 Par Value

Symbol
WERN
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: c-1

Dimensions: Not supplied

Accession 000079307426000144 · 1 registered-security cover member

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Disclosure sections

Items 5.02, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On August 7, 2026 the Board of Directors (the "Board") of Werner Enterprises, Inc. (the "Company"), upon the recommendation of its Nominating and Corporate Governance Committee and in accordance with the Company's By-Laws, appointed Paul Hoelting to the Board to fill a Class I directorship vacancy. Mr. Hoelting will receive the same compensation package as received by other independent members of the Board. This package provides for the following annual amounts: (i) $75,000 cash retainer for Board membership, (ii) restricted stock award valued at $100,000 with time-based vesting over three years, and (iii) cash retainers for committee chairs. Cash compensation is paid in quarterly installments, and the restricted stock award is prorated in the year appointed to the Board. There are no arrangements or understandings between Mr. Hoelting and any other persons pursuant to which Mr. Hoelting was selected as a director. He has not had an interest in any transaction since the beginning of the Company’s last fiscal year, or any currently proposed transaction, that requires disclosure pursuant to Item 404(a) of Regulation S-K. A copy of the press release issued in connection with this matter is furnished as Exhibit 99.1 to this Form 8-K.
Filed exhibits (1)
EX-99.1 (by filename) wern-202687ex991.htm

EX-99.1 2 wern-202687ex991.htm EX-99.1 Document Exhibit 99.1 FOR IMMEDIATE RELEASE WERNER® APPOINTS PAUL HOELTING TO BOARD OF DIRECTORS OMAHA, Neb., August 10, 2026 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announces its Board of Directors (the “Board”) appointed Paul Hoelting to the Board to fill a Class I directorship vacancy. “We’re pleased to welcome Paul to our Board,” said Werner’s Chairman and CEO, Derek Leathers. “He brings a deep, three-decade track record of executive leadership, financial stewardship and operational transformation in the transportation and logistics space. His extensive governance experience and hands-on expertise in driving growth and operational efficiency will be a tremendous asset as we continue driving Werner forward and reinforcing our commitment to operational excellence.” Hoelting is a veteran transportation executive with more than 30 years of C-suite experience spanning publicly traded, private and technology-enabled organizations. He recently served as President of TForce Freight, where he led major operational and financial transformations post-UPS separation. Prior to that, he held …

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