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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):
February 5, 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 7.01.    REGULATION FD DISCLOSURE.

On February 5, 2024, the registrant issued a press release announcing its upcoming participation in three investment conferences. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

A live webcast for the Stifel and Citi conferences will be publicly available on the respective conference dates on the registrant’s internet website: www.werner.com in the “Investors” section under "News & Events" and then “Events Calendar”. Replay of the webcasts will also be accessible by the public on such website for a limited period following each conference date. Details concerning the conferences, webcasts and replays are included in the exhibit.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release exhibit 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 be 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.

This Current Report on Form 8-K, as well as the oral public statements made by any representative of the registrant during the webcasts announced in this Form 8-K and the related press release, 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, 2022 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 the registrant 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.




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: February 5, 2024
By: /s/ Christopher D. Wikoff
 Christopher D. Wikoff
 Executive Vice President, Treasurer and
Chief Financial Officer
Date: February 5, 2024
By: /s/ James L. Johnson
 James L. Johnson
 Executive Vice President and
Chief Accounting Officer




Exhibit 99.1

image.jpg

Werner Enterprises, Inc.
Contact:
Christopher D. Wikoff
14507 Frontier Road
Executive Vice President, Treasurer
P. O. Box 45308
and Chief Financial Officer
Omaha, NE 68145
(402) 894-3700

FOR IMMEDIATE RELEASE

WERNER ENTERPRISES TO PARTICIPATE IN THREE INVESTMENT CONFERENCES

OMAHA, NEBRASKA, February 5, 2024 - Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, announced participation in the following investment conferences.

Stifel 2024 Transportation and Logistics Conference: Tuesday, February 13, 2024, in Miami, Florida, including investor meetings. Fireside chat presentation from 4:40 p.m. to 5:10 p.m. ET. Speakers: Derek J. Leathers, Chairman and Chief Executive Officer, Christopher D. Wikoff, Executive Vice President, Treasurer and Chief Financial Officer, and Chris C. Neil, Senior Vice President of Pricing and Strategic Planning.

Citi’s 2024 Global Industrial Tech and Mobility Conference: Wednesday, February 21, 2024, in Miami, Florida, including investor meetings. Fireside chat presentation from 9:40 a.m. to 10:20 a.m. ET. Speakers: Nathan J. Meisgeier, President and Chief Legal Officer, and Chris C. Neil, Senior Vice President of Pricing and Strategic Planning.

Barclays 41st Annual Industrials Select Conference: Thursday, February 22, 2024, in Miami, Florida, a series of investor meetings.

A live webcast for the Stifel and Citi conferences will be available on the respective conference dates on the Werner website at www.werner.com in the "Investors" section under “News & Events” and then “Events Calendar”. An archive will then be available on the Werner website during the 30-day period following each conference date.

The conference dates and times provided in this press release may be subject to change. Should any such change occur, Werner may update the information by giving notice on its website or through other methods of public disclosure. Please consult the Werner website before or on the conference date for any such updated notices.

Werner Enterprises, Inc. delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2022 revenues of $3.3 billion, an industry-leading modern truck and trailer fleet, nearly 14,000 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. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management,


intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.

This press release, as well as the oral public statements made by any Werner representative during the webcasts announced in 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 Werner’s Annual Report on Form 10-K for the year ended December 31, 2022 and 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.






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Document and Entity Information Document
Feb. 05, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 05, 2024
Entity File Number 0-14690
Entity Registrant Name WERNER ENTERPRISES, INC.
Entity Central Index Key 0000793074
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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
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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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