wern-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant

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o			Soliciting Material Pursuant to §240.14a-12

WERNER ENTERPRISES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Post Office Box 45308

Omaha, Nebraska 68145-0308

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 2026

Dear Stockholders:

Notice is hereby given that the 2026 Annual Meeting of Stockholders of Werner Enterprises, Inc., a Nebraska corporation (the “Company”), will be held at the Embassy Suites Omaha-La Vista Hotel & Conference Center, 12520 Westport Parkway, La Vista, Nebraska, on Tuesday, May 12, 2026, at 10:00 a.m. Central Time for the following purposes:

1.To elect four directors (one to serve for a one-year term expiring at the 2027 Annual Meeting of Stockholders and three to each serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders).

2.To approve an advisory resolution on executive compensation.

3.To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

4.To transact such other business as may properly come before the meeting or any adjournment thereof.

Only stockholders of record (“registered stockholders”) with our transfer agent, Equiniti Trust Company, at the close of business on March 5, 2026, our record date, will be entitled to receive notice of and to vote at the 2026 Annual Meeting or any adjournment thereof.

Please see Important Notice Regarding the Availability of Proxy Materials on the next page.


						By Order of the Board of Directors,

						Diane M. Stewart-Ferro
Omaha, Nebraska						Corporate Secretary
March 31, 2026

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			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 12, 2026
			We are delivering proxy materials to registered stockholders for the 2026 Annual Meeting under the “Notice and Access” rules of the U.S. Securities and Exchange Commission. The rules permit us to furnish our “Proxy Materials” (the Notice of Annual Meeting, the Proxy Statement and proxy card for the meeting, our 2025 Annual Report to Stockholders containing our Annual Report on Form 10-K for the year ended December 31, 2025, and any amendments or additional soliciting materials) via a Notice of Internet Availability of Proxy Materials (“Availability Notice”), which instructs registered stockholders on how to access and review the Proxy Materials, free of charge, and submit proxies on the Internet, which we encourage them to do. We encourage you to access and review all the important information in the Proxy Materials prior to voting. Furnishing printed materials, versus mailing bulky printed copies, aligns with our environmental goals and reduces our printing and distribution expenses. A registered stockholder may request and receive printed Proxy Materials by following the instructions in the Availability Notice. If you hold your shares through brokerage firms, banks or other nominees, follow the instructions they send you for requesting printed materials. YOUR VOTE IS IMPORTANT If you are a registered stockholder, follow the instructions in the Availability Notice to vote and submit your proxy as soon as possible, even if you plan to attend the meeting. If you hold your shares through brokerage firms, banks or other nominees, follow the voting instructions they send you. To help the environment and further our cost savings, please choose, if prompted, to receive email notices regarding the online availability of proxy materials. PROXY MATERIALS ARE AVAILABLE AT WWW.PROXYVOTE.COM. FOLLOW THE INSTRUCTIONS YOU RECEIVE TO ACCESS PROXY MATERIALS AND VOTE.

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TABLE OF CONTENTS
PROXY STATEMENT SUMMARY AND BUSINESS OVERVIEW		1
PROPOSAL 1–ELECTION OF DIRECTORS		3
	DIRECTOR NOMINEES	3
	DIRECTOR INFORMATION	4
	RECOMMENDATION OF THE BOARD OF DIRECTORS–PROPOSAL 1	7
CORPORATE GOVERNANCE		7
	DIRECTOR INDEPENDENCE DETERMINATIONS	7
	ROLE AND LEADERSHIP OF THE BOARD OF DIRECTORS	8
	BOARD OVERSIGHT OF RISK MANAGEMENT	8
	CORPORATE GOVERNANCE POLICIES AND MATERIALS	9
	INSIDER TRADING POLICY; HEDGING AND PLEDGING PROHIBITION	9
	COMMITTEES OF THE BOARD OF DIRECTORS	10
	ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS AND 202 5 ANNUAL MEETING	10
	AUDIT COMMITTEE	11
	COMPENSATION COMMITTEE	11
	ENVIRONMENTAL SOCIAL AND GOVERNANCE COMMITTEE	12
	NOMINATING AND CORPORATE GOVERNANCE COMMITTEE	12
	STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS	12
	DIRECTOR NOMINATION PROCESS	13
	DIRECTOR COMPENSATION AND BENEFITS	14
EXECUTIVE OFFICERS		16
	EXECUTIVE OFFICER INFORMATION	16
BENEFICIAL OWNERSHIP OF COMMON STOCK		18
	STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS	18
	DELINQUENT SECTION 16(a) REPORTS	19
EXECUTIVE COMPENSATION		20
	COMPENSATION DISCUSSION AND ANALYSIS	20
	REPORT OF THE COMPENSATION COMMITTEE	29
	EMPLOYMENT AND OTHER ARRANGEMENTS	30
	ARRANGEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	30
	SUMMARY COMPENSATION TABLE	33
	ALL OTHER COMPENSATION FOR 2025	34
	GRANTS OF PLAN-BASED AWARDS FOR 202 5	35
	OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END	36
	STOCK VESTED FOR 2025	37
	NONQUALIFIED DEFERRED COMPENSATION FOR 2025	37
	CEO PAY RATIO	38
	PAY VERSUS PERFORMANCE	39
PROPOSAL 2–ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION		42
	RECOMMENDATION OF THE BOARD OF DIRECTORS–PROPOSAL 2	42
PROPOSAL 3–RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		43
	FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43
	AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES PERFORMED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	43
	REPORT OF THE AUDIT COMMITTEE	44
	RECOMMENDATION OF THE BOARD OF DIRECTORS–PROPOSAL 3	45
TRANSACTIONS WITH RELATED PERSONS		45
	REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS	45
	RELATED PERSON TRANSACTIONS	46
STOCKHOLDER PROPOSALS		46
ANNUAL MEETING AND VOTING INFORMATION		47
STOCKHOLDERS SHARING THE SAME ADDRESS		50
CONTACTING THE CORPORATE SECRETARY AND EXECUTIVE OFFICES		50
INTERNET AVAILABILITY OF MATERIALS; VOTING		51

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WERNER ENTERPRISES, INC.

Post Office Box 45308

Omaha, Nebraska 68145-0308

________________

PROXY STATEMENT FOR

ANNUAL MEETING OF STOCKHOLDERS

MAY 12, 2026

________________________

PROXY STATEMENT SUMMARY AND BUSINESS OVERVIEW

We are furnishing you this Proxy Statement in connection with the solicitation of proxies by our Board of Directors (the “Board”) for the 2026 Annual Meeting of Stockholders (the “Annual Meeting” or “2026 Annual Meeting”) of Werner Enterprises, Inc. The Annual Meeting will be held at the time and place and for the purposes set forth in the Notice of Annual Meeting of Stockholders to be held on May 12, 2026 located on the cover page of the Proxy Statement (the “Meeting Notice”). Additional meeting information is set forth in Annual Meeting and Voting Information.

On or about March 31, 2026, Broadridge Financial Solutions, Inc. (“Broadridge”), sent on our behalf the Notice of Internet Availability of Proxy Materials (“Availability Notice”) to “registered stockholders” at the close of business on the “record date” (each as defined below). The Availability Notice explains how to access our “Proxy Materials” (defined below) and how to vote proxies via the Internet, phone, or mail. Stockholders will not receive printed copies unless requested as instructed in the Availability Notice.

In this Proxy Statement, we also use the following terms and abbreviations:

•We refer to Werner Enterprises, Inc. as the “Company,” “Werner,” “we,” “our,” or “us”

•Reference to the “SEC” means the U.S. Securities and Exchange Commission

•The term “record date” means March 5, 2026

•The term “registered stockholders” means stockholders of record with our transfer agent, Equiniti Trust Company (“Equiniti”), as of the close of business on the record date

•References to “2025” and “for the year ended December 31, 2025” mean the Company’s fiscal year for the period beginning January 1, 2025 and ending December 31, 2025

•References to the “2025 Form 10-K” mean our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026

•References to the “2025 Annual Report” mean our Annual Report containing the 2025 Form 10-K

•References to “Proxy Materials” mean the Meeting Notice, this Proxy Statement, the proxy card, the 2025 Annual Report, and any amendments or additional solicitation materials

•The term “executive officers” means those executives listed in Executive Officer Information

•References to “our website” means www.werner.com under the “Investors” link

The Proxy Materials are available through www.proxyvote.com. The materials refer to certain reports and forms filed with the SEC. Our SEC filings, including the Proxy Materials, are available on our website under the Financial Information heading, as well as on the SEC website at www.sec.gov. You may request copies of the Proxy Materials as instructed in the Availability Notice. You may request copies of other SEC filings from our Corporate Secretary as provided in the Contacting the Corporate Secretary and Executive Offices.

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2025 Financial Highlights. The Company’s financial results in 2025 were impacted by the continued prolonged and challenging operating environment with revenues and operating income decreasing 2% and 82%, respectively. Earnings per diluted share decreased 143% due primarily to One-Way Truckload restructuring and impairment charges, lower equipment gains, inflationary headwinds and rate pressures. Despite these challenges, we generated cash flow from operations of $181.8 million and ended the year with a net debt to adjusted earnings before interest, restructuring and impairment, income taxes, depreciation, and amortization (EBITDA) ratio of 2.0 times.


•Total revenues $3.0 billion			•Cash flow from operations $181.8 million
•Operating income $11.7 million			•Capital expenditures, net $162.7 million
•Net loss attributable to Werner $14.4 million			•Dividends paid $34.1 million
•Loss per diluted share $0.24			•Stockholders’ equity $1.4 billion
•Operating ratio 99.6%

2025 Executive Compensation Program. Our executive compensation program has been instrumental to achieving our business objectives. Our total compensation mix allows us to retain qualified, innovative executive officers who possess the necessary experience and expertise to effectively lead and manage the Company, contribute to our long-standing success and create value for our stockholders. The overall design of our compensation program, including the three primary pay components, has remained consistent year over year.


Annual Base Salary			•Fixed element of annual compensation
			•Base salary increases for the Chief Executive Officer (“CEO”), President & Chief Legal Officer, Chief Operating Officer, and Chief Information Officer were 4%, 5%, 18%, and 10%, respectively, and no change for the Chief Financial Officer
Cash Annual Incentive Compensation			•Short-term cash incentive with variable payout opportunities based on two Company performance metrics measured against pre-defined annual goals and an individual performance metric
			•Target cash annual incentive payouts as a percentage of base salary remained the same at 125% in 2025 for the CEO and 80% for the other named executive officers
Long-Term Incentive Compensation			•Long-term equity-based incentives split equally between restricted stock and performance stock (at target) with three-year vesting schedules

Our executive compensation program includes the following best practices:


What we do			What we don’t do
•Pay for performance			•Employment agreements for executive officers
•Short-term and long-term incentive compensation			•Single-trigger severance arrangements
•Recoupment policy for performance-based cash and equity awards			•Dividends or dividend equivalents on unvested or unearned equity awards
•Annual say-on-pay vote			•Hedging and pledging of Werner securities
•Independent compensation consultant			•Tax gross-ups
•Stock ownership guidelines
•Limited perquisites

Sustainability. Sustainability concepts have long been woven into the fabric of our history, and the Environmental, Social and Governance (“ESG”) Committee of our Board provides oversight to our sustainability initiatives. In 2025, we posted a Sustainability Brief on our website (under the ESG heading) showing our sustainability goals and the progress toward each. We continue to establish and measure progress toward meaningful, reportable and balanced sustainability metrics and goals, which are grounded in our business objectives and an understanding of customer, investor, and other stakeholder priorities. We are committed to transparency, ethics and integrity in

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corporate governance; key initiatives to keep our professional drivers and communities safe on the road; addressing important social issues, including through leadership in an industry-wide effort to combat human trafficking; and an inclusive culture that upholds our core values.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Articles of Incorporation provide that the Board may be divided into two or three separate classes of directors. Each class must consist of not less than two, nor more than five, directors, and the classes should be nearly equal in number as possible. Our By-Laws provide for a range of not less than seven nor more than nine directors, divided into three classes (Class I, II and III), and each class should have the same number of directors to the extent possible. Subject to the terms and conditions of our By-Laws, directors hold office for a term of three years and until a successor is elected and qualified, and the terms of office for each class of current directors expire at the Annual Meeting of Stockholders in the following years: Class II, 2026; Class III, 2027; and Class I, 2028.

DIRECTOR NOMINEES

You will be asked to elect four directors: one Class III director to serve for a one-year term expiring at the Annual Meeting of Stockholders in 2027 (“2027 Annual Meeting”) and three Class II directors to each serve for a three-year term expiring at the Annual Meeting of Stockholders in 2029 (“2029 Annual Meeting”). The nominees include an appointed director and incumbent directors, and are nominated by the Board upon the recommendation of the Board’s Nominating and Corporate Governance Committee (the “Governance Committee”). They are:


NOMINEES OF THE BOARD OF DIRECTORS
Class	Term Ends	Name
Class III	If elected, new term will expire at the 2027 Annual Meeting	M. Gayle Packer (1)
Class II	If elected, new term will expire at 2029 Annual Meeting	Diane K. Duren Derek J. Leathers Michelle D. Livingstone
(1) Appointed in May 2025 to fill a directorship vacancy created when Vikram Mansharamani’s Board service ended on February 27, 2024.

As of the date of this Proxy Statement, the Board has nine directors - three serving in each of Class I, Class II, and Class III.

The individual qualifications, skills and experience of the nominees for director are discussed in their respective biographies in Director Information.

Each of the nominees designated in this Proxy Statement has consented to being named as a nominee herein and acknowledged an intention to serve as a director for the full period of the upcoming term if elected, and the Board does not know of any reason why any nominee will be unavailable for election. In the event any nominee becomes unwilling or unable to serve as a director, the shares represented by your accompanying proxy will be voted for any substitute nominee designated by the Board, unless you expressly withhold (whether on your proxy or in person at the Annual Meeting) authority to vote your shares for the unavailable nominee or substitute nominee.

There are no arrangements or understandings between any of the nominees and any other person pursuant to which any of the nominees was selected as a nominee.

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DIRECTOR INFORMATION

Identified in the table below are the director nominees and the other directors whose terms will continue after the Annual Meeting. Certain information provided to us by our directors and director nominees regarding their qualifications, skills and experience is also set forth in Director Biographies and in the Director Skills matrix. None of the corporations or other organizations referenced in the biographies is a parent, subsidiary or affiliate of the Company.

MEMBERS AND NOMINEES OF THE BOARD OF DIRECTORS

Name

Principal Occupation

Term Ends

Class

Scott C. Arves, Director

Former Director, President & Chief Executive Officer
of Transport America, Inc.

2027

III

Diane K. Duren, Director

Former Executive Vice President and Corporate
Secretary of Union Pacific Corporation

2026

Michelle D. Greene, Director

& Nominee

Executive Vice President, Chief Information Officer,
Global Technology and Business Services
of Cardinal Health

2028

Jack A. Holmes, Director

& Nominee

Former President
of UPS Freight

2028

Derek J. Leathers, Director

Chairman & Chief Executive Officer
of Werner Enterprises, Inc.

2026

Michelle D. Livingstone, Director

Former Vice President-Transportation
of The Home Depot

2026

M. Gayle Packer, Director

& Nominee

President & Chief Executive Officer
of Terracon Consultants, Inc.

2026

III

Carmen A. Tapio, Director

& Nominee

Founder and Chief Executive Officer
of North End Teleservices, LLC

2028

Alexi A. Wellman, Director

Chief Executive Officer
of Altaba, Inc.

2027

III

Director Biographies. The information below includes the name, age, principal occupation for at least the last five years and other biographical information for each of our continuing directors and director nominees.

SCOTT C. ARVES, 69, was initially elected to our Board by stockholders in May 2021. He retired from Transport America, Inc. in January 2017 after serving as President and CEO and on the board for 10 years. Prior to that, he had a 27-year career with Schneider National, where in his final six years he served as President of its transportation sector responsible for trucking and intermodal businesses. He serves on the board of advisors of CSM Companies, Inc., a transportation products distributor, and is a former director of public companies Commercial Vehicle Group, Inc. and TFI International Inc. He brings to our Board substantial business experience in the truckload industry and prior experience as a public company director in our industry.

DIANE K. DUREN, 66, was initially elected to the Board by stockholders in May 2017. In February 2017, she retired from Union Pacific Corporation, having served as Executive Vice President, Chief Administrative Officer and Corporate Secretary for four years. Her 32 years at Union Pacific also included roles in finance and as a vice president and general manager in chemical marketing/sales and agricultural products. In her early career, she was a certified public accountant with Deloitte, Haskins & Sells. While it was still a public company, she served on the board of U.S. Silica Holdings, Inc. She also served on the board of Savage Companies until 2025, a provider of infrastructure and supply chain services. She chairs the board of the Metropolitan Entertainment & Convention Authority of Omaha, chairs the board of trustees of Creighton University, and serves on the board of trustees of Peter Kiewit Foundation. Among many other community contributions, she has chaired the Heartland Chapter of the American Red Cross board and the board of Children’s Nebraska, a non-profit pediatric hospital. Ms. Duren contributes to our Board with her history of prior executive leadership roles, the benefit of her vast experience in the transportation industry, and her knowledge in the fields of finance, accounting and human resources.

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MICHELLE D. GREENE, 56, was appointed by our Board in November 2023 to fill a directorship vacancy and initially elected by stockholders in May 2024. She has served since August 2022 as Executive Vice President, Chief Information Officer of Global Technology and Business Services at Cardinal Health (CAH), a healthcare services and products company, where she manages teams charged with digital and commercial technologies, information technology and technology processes. She previously served as Senior Vice President and Chief Information Officer of Cardinal Health’s pharmaceutical segment. From March 2018 until she joined Cardinal Health in February 2021, she was Vice President Information Technology at Masco Corporation, a home improvement products manufacturer. She held various information technology leadership positions at Johnson Controls from 2009 – 2018 and worked in business infrastructure and information technology at Sony Ericsson from 2000 – 2008. At Cardinal Health, she is on the board of its charitable foundation and sponsors its STEM Initiative and Black and African American employee resource group. She serves on the board of Goodwill of Southeastern Wisconsin; vice-chairs the boards of Goodwill Manufacturing, Inc. and GreenPath Financial Wellness; and is active in the Information Technology Senior Management Forum. With her strategic experience in technology solutions, information technology infrastructure, and cybersecurity, Ms. Greene adds valuable acumen to our Board.

JACK A. HOLMES, 66, was appointed by our Board in August 2018 to fill the directorship position created by a Board expansion and initially elected by stockholders in May 2019. He was president of UPS Freight (“UPS”) from 2007 until his retirement in 2016. In his 37 years at UPS, he also held leadership roles in operations, engineering and human resources. As executive chairman, he leads the board of EmergeTech, Inc., which provides solutions for freight procurement. He served as a director of Sharps Compliance when it was a public company. He also served on the boards of Redwood Logistics, LaserShip and 10-4 Systems. He formerly co-chaired the National Freight Advisory Committee’s Conditions, Performance and Data Subcommittee and served on the American Transportation Research Institute’s board. With his extensive leadership experience in the transportation industry and in acquisitions, he brings important insight to our Board.

DEREK J. LEATHERS, 56, is our Chairman and CEO, serving as Chairman since May 2021 and CEO since May 2016. He was Vice Chairman in 2020-21 and President from 2011 to January 2024. Our Board appointed him in May 2020 to fill a directorship vacancy and stockholders initially elected him in May 2021. Mr. Leathers has worked in the transportation and logistics industry for over 30 years. Throughout his tenure at the Company, he has held integral roles in many facets of the organization, including the establishment of our Mexico operations and oversight for all the asset operating groups. Prior to joining the Company in 1999, he was employed by Schneider National for eight years, during which time he was based out of Mexico City for several years and was one of the first foreign members of Mexico’s trucking association (CANACAR). Mr. Leathers holds an economic degree from Princeton University. He serves on the board of public company SkyWest Incorporated, an airline company; as the board chair of the American Transportation Research Institute; as the board vice-chair of the American Trucking Associations; on the executive committees of the Greater Omaha Chamber of Commerce and the United Way of the Midlands; and on the board of trustees for Creighton University. He is a founder and board member of the PlaySmart Leadership Academy, an Omaha non-profit for youth. He brings to the Board a unique understanding of our business and operations as well as his extensive knowledge of the transportation industry.

MICHELLE D. LIVINGSTONE, 67, was appointed by our Board in May 2022 to fill a directorship vacancy and initially elected by stockholders in May 2023. She is the founder and CEO of M. D. Livingstone Consulting, LLC, which was established in 2022 and provides supply chain solution consultation. She teaches at the Transportation and Supply Chain Institute at the University of Denver and is an advisor to The Pasha Group, a family-owned diversified global logistics and transportation services company. She retired in 2021 from serving as Vice President – Transportation from The Home Depot, a home improvement retailer, which she joined in 2007. She was Senior Vice President – Transportation for C&S Wholesale Grocers from 2005 – 2007, Vice President – Transportation for J.C. Penney from 2002 – 2005, and a transportation leader at Kraft Foods from 1985 – 2002. She serves on the board of Mastery Logistics Systems, Inc., which provides a cloud-based transportation management system. She is on the executive board of Indiana University’s Kelley School of Business Transportation and the boards of the Transportation and Supply Chain Institute at the University of Denver and of Rainbow Village, a non-profit addressing homelessness in Georgia. Ms. Livingstone contributes her extensive transportation leadership experience to our Board.

M. GAYLE PACKER, 56, was appointed by our Board in May 2025 to fill a directorship vacancy. She has served as CEO since 2019 and as President since 2018 of Terracon Consultants, Inc., an engineering consulting firm providing environmental, geotechnical, facilities, and materials services. Since joining Terracon in 2004, other roles

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have included Executive Vice President, Chief Administrative Officer, Senior Vice President, Director of Corporate Services and co-General Counsel. She holds juris doctorate and Master of Laws degrees and was a corporate, tax and employee benefits attorney at Sonnenschein Nath & Rosenthal LLP from 2001 – 2004. She has also worked in public relations and sales for an agricultural broadcasting network. She serves on the boards of VHB, Inc. (a top-rated civil engineering and design firm with services in transportation infrastructure), the Greater Kansas City Community Foundation, the Greater Kansas City Chamber of Commerce and the Construction Industry Round Table; the board executive committee of ACE Mentor Program of America, which provides architecture, construction, and engineering career information to youth; and the executive committee of the Design Professionals Coalition of the American Council of Engineering Companies (“ACEC”). She is a former board member of the ACEC Research Institute. As the CEO of a large national engineering firm, Ms. Packer brings to our board a strong track record in leadership, company expansion and integration, client service, safety and innovation. Her experience leading a large national engineering firm reinforces our commitment to operational excellence.

CARMEN A. TAPIO, 60, was appointed by our Board in November 2020 to fill a directorship vacancy and initially elected by stockholders in May 2021. In 2015, she founded North End Teleservices, LLC, which provides advanced contact center solutions. She has served as its CEO since 2017 and previously served as its President and Chief Operating Officer. She founded Forever North Real Estate LLC, a multi-use property investment company, and the NET Work Spot, a coworking space, each in Omaha. From 2010 – 2015, she owned and managed Core Advantage Consulting in Omaha, and from 2001 – 2009, she served in multiple vice president positions with Carlson Companies of Minneapolis, Minnesota. She serves on the executive committee of the Federal Reserve Bank of Kansas City and is a member of the board of commissioners of Omaha’s Inland Port Authority, the boards of trustees of Ewing Marion Kauffman Foundation and University of Nebraska Foundation, and the board of Omaha Zoological Society. She chaired the board of the Greater Omaha Chamber of Commerce and the Leadership, Diversity and Inclusion Council for the State of Nebraska’s Blueprint Nebraska strategy and founded Nebraska Black Women United. Ms. Tapio brings a unique perspective to our Board, having worked in leadership for Fortune 500 and 100 companies in the United States, Australia, Mexico and throughout Europe and having taken multiple career paths, holding both executive and general management business roles and executive cultural roles.

ALEXI A. WELLMAN, 55, was initially elected to our Board by stockholders in May 2021. She has been the CEO of Altaba, Inc., a closed-end management investment company, since January 2022. She served as Altaba, Inc.’s Chief Financial and Accounting Officer from 2017 – 2021. She was Vice President, Finance and ultimately Vice President, Global Controller of Yahoo! Inc. from 2013 – 2017 and Chief Financial Officer of Nebraska Book Company from 2011 – 2013. She was a certified public accountant with KPMG LLP for 18 years, seven of which she served as an audit partner. She was the audit engagement partner on the Company’s annual audit for the year ended December 31, 2010. She serves on the board of public company ESS Inc., a manufacturer of energy storage solutions. Among other boards, she has served on the boards of public companies Endurance International Group Holdings and Yahoo! Japan and of public special purpose acquisition companies Bilander Acquisition Corp., TWC Tech Holdings II Corp., and Nebula Caravel Holdings, LLC and early-stage technology companies MatMaCorp and V2verify. She is the senior advisor to the Master of Accounting Program at the University of Cambridge Judge School of Business and a former board member of the Greater Omaha Chamber of Commerce. Ms. Wellman brings to our Board significant knowledge and experience in financial management, accounting processes and corporate governance.

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Director Skills. The Governance Committee considers the particular experience, qualifications, and skills of each director and the relevance of such key competencies to the Company’s business and operations when determining whether an individual should serve as a Company director. The matrix that follows summarizes the skills of the continuing directors and director nominees, which the Governance Committee considered in its evaluation. The Company is continuing to refresh and add new capabilities to our Board, including a breadth of skills, experience, and personal characteristics. As a result, six of the nine directors have a tenure of five years or less.

DIRECTOR SKILLS

Scott C.

Arves

Diane K.

Duren

Michelle D.

Greene

Jack A.

Holmes

Derek J.

Leathers

Michelle D.

Livingstone

M. Gayle Packer

Carmen A.

Tapio

Alexi A.

Wellman

Skills

Strategy Development and/or Risk Management

89%

CEO Position Held

67%

Information Technology, Cybersecurity and/or Artificial Intelligence

67%

Marketing and Sales

67%

Service as Public Company Officer or as a Director at Another Public Company

78%

Government Affairs, Public Policy, Regulatory

33%

Transportation Industry

56%

Corporate Governance

67%

Financial and/or Accounting

56%

Human Capital Management and/or Compensation

67%

Board Tenure

Approximate Years

2.5

N/A

RECOMMENDATION OF THE BOARD OF DIRECTORS — PROPOSAL 1

The Board unanimously recommends that stockholders vote FOR the election of each director nominee. A Designated Proxy Holder of proxies solicited by the Board in this Proxy Statement will vote the proxies as directed on each proxy, or if no instruction is made, for the election of all director nominees.

CORPORATE GOVERNANCE

DIRECTOR INDEPENDENCE DETERMINATIONS

The Board has affirmatively determined that all members of and nominees to our Board are independent pursuant to SEC and Nasdaq rules, except for Mr. Leathers. The Board has also determined that each member of Board committees satisfies the applicable independence requirements of Nasdaq and the SEC.

In making its independence determinations, our Board evaluated the following relationships and affirmatively determined that they did not materially affect the respective directors’ objectivity or independence:

•Ms. Livingstone is a member of the board of directors of Mastery Logistics Systems, Inc. (“MLSI”). We purchased MLSI’s cloud-based transportation management system solution. On January 24, 2023, we purchased a $25.0 million subordinated promissory note from MLSI and have invested in MLSI as described in notes 6, 7 and 9 to the Consolidated Financial Statements in our 2025 Form 10-K. Ms. Livingstone does not participate in board decisions at either MLSI or Werner regarding the MLSI-Werner relationship and is obligated to protect the Company’s confidential information.

•Ms. Tapio is the founder and CEO of North End Teleservices, LLC. The Company’s past transaction with North End Teleservices, LLC, which we believe was at arm’s length, is described in Transactions with Related Persons.

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At its annual meeting, the Governance Committee reviewed the (i) legal and regulatory standards for assessing Board and Board committee independence, (ii) criteria for determining a director’s “audit committee financial expert,” “non-employee director” and “outside director” status, and (iii) responses to annual questionnaires completed by our directors and director nominees. After completing its review, the Governance Committee submitted its independence recommendations to our Board. Our Board then made its independence determinations based on the Governance Committee’s recommendations and after considering the information available to such committee.

ROLE AND LEADERSHIP OF THE BOARD OF DIRECTORS

One of the primary roles of the Board is to oversee our senior management in the competent and ethical operation of our business and to ensure that our stockholders’ interests are being properly served. To achieve these objectives, the Board establishes and maintains high standards of responsibility and ethics designed to contribute to our overall success.

The Board appoints our Chairman and our CEO. Derek J. Leathers is serving in both roles, subject to his resignation, removal, or inability to serve due to death or incapacity, pursuant to our By-Laws. As Chairman, Mr. Leathers is actively involved in determining agendas for and presides over Board meetings and serves as a liaison between our Board and management.

We believe our current leadership structure, with a non-independent director serving as both Chairman and CEO, is effective for us. This configuration demonstrates to our stockholders, employees and customers that our primary leadership roles are served by a qualified person who has an extensive depth of knowledge about the Company’s business and industry and is committed to our development and success.

We also have a Lead Independent Director (Scott C. Arves) whose responsibilities include the following: (i) preside at Board meetings at which the Chairman and CEO is not present, including executive sessions of the independent directors, (ii) ensure that independent directors have adequate opportunities to meet and discuss issues without management present and call executive sessions of the independent directors as needed, (iii) review information sent to the Board and provide advice with respect to the agenda, schedule and other materials sent for Board meetings, (iv) communicate with the Chairman and CEO regarding discussions held in executive sessions of the Board, (v) serve as a liaison between the Chairman and CEO and the independent directors, (vi) be available for consultation and communication with major stockholders as deemed appropriate by the Board, (vii) lead the Board in succession planning for the Chairman and CEO, as well as succession planning for the Lead Independent Director, (viii) retain outside advisors and consultants who report directly to the Board on Board-wide issues, and (ix) be available to assist with the interviews of all director candidates and make recommendations to the Governance Committee. The Lead Independent Director Charter further describes the position and responsibilities of the role and is available under the Corporate Governance heading of our website.

Our independent directors regularly meet in “executive sessions,” which are meetings conducted without the presence of management. These executive sessions are typically conducted after each quarterly Board meeting and may also be held when deemed appropriate by the independent directors. Since his appointment as Lead Independent Director effective February 2023, Mr. Arves has presided over the executive sessions of the independent directors and acted as a liaison between the independent directors, management and the full Board. Further information regarding such executive sessions in 2025 is provided in Committees of the Board of Directors.

We believe that by having each Board committee (including their respective Chairs) and the majority of our Board comprised of independent directors (who meet regularly in executive sessions) and having a Lead Independent Director, we have an effective and strong Board leadership structure for the Company. Our Board has the flexibility to continue or modify our leadership structure in the future, as the Board deems appropriate.

BOARD OVERSIGHT OF RISK MANAGEMENT

Company management is responsible for risk assessment and mitigation on a Company-wide basis, and our Board oversees and reviews these risk management efforts overall. Our Board believes that risk oversight fundamentally includes understanding the material risks we confront and how management responds to such risks, as well as a

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comprehension of risk levels appropriate for us. Typically, management identifies and measures various risks facing the Company and analyzes the factors associated with such risks, such as the probability and frequency of occurrence and potential impact on our cash flow, financial results and overall business and operations. Diverse types of risk are identified which are generally competitive, economic, regulatory or technological in nature. Management then develops response plans to address, mitigate and monitor identified risks and also reports and discusses these risks and plans with the Board. In its risk oversight role, our Board regularly evaluates and confers with management about the objectives of and risks involved with each plan. The Board also considers risk when assessing our business strategies and objectives, which is also integral to the Board’s risk management and tolerance evaluations.

While our Board has overall responsibility for risk oversight, each of the Board committees considers certain risks within its respective area of responsibility. Our Audit Committee assists the Board in fulfilling its oversight responsibilities by reviewing the Company’s financial statements and audits thereof, and any other financial reports the Company files with the SEC; systems of internal controls regarding financial reporting; and auditing, accounting and financial reporting processes generally. In consultation with the independent auditors and the Internal Audit Department, the Audit Committee reviews the adequacy of the Company’s internal control environment, risk management processes, and procedures designed to ensure compliance with laws and regulations. It oversees policies and procedures related to the protection of Company proprietary and customer information and compliance with data privacy requirements and risk management related to cybersecurity. It reviews with the Company’s counsel any legal matter that could have a significant impact on the Company’s financial statements.

As discussed in Risk Management Related to Compensation, our Compensation Committee considers whether our executive compensation program encourages executive officers to take unreasonable risks relating to our business. Our ESG Committee identifies and assesses ESG risks and presents its findings to the Board and management. Our Governance Committee reviews risks related to legal and regulatory compliance concerning various corporate governance matters. The risk oversight roles of the Board, Audit Committee, Compensation Committee, ESG Committee, and Governance Committee do not impact our Board leadership structure because our Board is comprised of a majority of independent directors, and such Board committees consist entirely of independent directors.

CORPORATE GOVERNANCE POLICIES AND MATERIALS

The members of our Board possess a variety of experience, knowledge and judgment, and the diversity of these skills complements our corporate governance structure. Our corporate governance policies are designed to enable effective and thorough decision-making and to allow proper and comprehensive monitoring of the Company’s performance and compliance. These policies are also meant to provide our Board with practical guidelines that are regularly reviewed and can be appropriately revised and updated in response to regulatory developments and evolving business and governance practices. Our fundamental corporate governance principles and practices are set forth in our Code of Corporate Conduct and other policies available on our website under the Corporate Governance heading. Pursuant to SEC rules, we will disclose amendments to or waivers from our Code of Corporate Conduct, as they relate to our CEO, Chief Financial Officer (“CFO”) and Chief Accounting Officer (“CAO”), on our website or in a Current Report on Form 8-K filed with the SEC. To date, we have not granted any waivers from our Code of Corporate Conduct to the CEO, CFO or CAO.

INSIDER TRADING POLICY; HEDGING AND PLEDGING PROHIBITION

The Company is committed to promoting high standards of ethical business conduct and compliance with laws, rules, and regulations applicable to us. One of the ways we achieve these standards is the adoption of and compliance with an insider trading policy. The Company’s Insider Trading Policy, adopted by our Board and attached as an exhibit to our 2024 Form 10-K, governs the purchase, sale and/or other disposition of Company securities by the Company itself as well as by its officers, other employees, Board members, and certain family members of insiders. We believe the policy is reasonably designed to promote compliance with applicable insider trading laws, rules, regulations and Nasdaq rules.

In addition to other requirements, the policy generally prohibits hedging and pledging of the Company’s common stock by directors and executive officers (officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) and other “designated insiders” (including Company officers; Board

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members; certain other persons who, due to their positions in the Company, may have access to material, nonpublic information; and entities controlled by any such persons). The prohibition restricts designated insiders and certain of their family members from, directly or indirectly, purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company securities, including puts, calls, prepaid variable forward contracts, equity swaps, collars, exchange funds (excluding broad-based index funds), short sales including sales against the box, and other financial instruments that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s common stock. The policy also provides that designated insiders shall not pledge, hypothecate, or otherwise encumber Company securities as collateral for indebtedness including, but not limited to, holding shares in a margin account or any other account that could cause such securities to be subject to a margin call or otherwise be available as collateral for a margin loan.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board conducts its business through (i) meetings of the Board, (ii) actions taken by written consent in lieu of meetings, (iii) actions of its committees, and (iv) discussions with management, the independent auditors and other consultants. The Board has four standing committees: the Audit Committee, the Compensation Committee, the ESG Committee, and the Governance Committee. The Governance Committee evaluates each committee’s composition and appoints committee members annually, subject to Board approval. A majority of full committee membership elects committee Chairs, unless elected by the full Board. Committee members cannot be removed except by a majority vote of independent directors in office at the time.

The Board delegates various responsibilities and authority to the committees to foster the effective governance of the Company. Each committee also meets periodically or when appropriate and reports their respective activities and actions to the full Board. The committees operate pursuant to written charters (including any amendments thereto) approved and adopted by the Board.

The composition of each Board committee is as follows:

BOARD COMMITTEE MEMBERSHIP AND 2025 MEETINGS HELD

Name

Audit

Committee

Compensation

Committee

ESG

Committee

Governance

Committee

Board of

Directors

Scott C. Arves

Chair

Diane K. Duren

Chair

Michelle D. Greene

Jack A. Holmes

Derek J. Leathers

Michelle D. Livingstone

M. Gayle Packer

Carmen A. Tapio

Chair

Alexi A. Wellman

Chair

Number of Meetings

4(1)

(1)

Four executive sessions of the independent directors were held in 2025.

ATTENDANCE AT BOARD AND BOARD COMMITTEE MEETINGS AND 2025 ANNUAL MEETING

During 2025, each incumbent director attended and participated in at least 75% or more of the aggregate of (i) the total number of meetings of the Board (held during the period for which he or she has been a director) and (ii) the total number of meetings held by all Board committees on which he or she served (during the periods that he or she served). Under normal circumstances, we encourage directors to attend annual meetings of stockholders, although we do not have a formal policy regarding director attendance at these meetings. All directors then serving attended our Annual Meeting of Stockholders in May 2025 with the exception of one director who had an unavoidable scheduling conflict. The number of meetings conducted in 2025 by the Board and each Board committee are provided in the preceding table.

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AUDIT COMMITTEE

In accordance with Section 3(a)(58)(A) of the Exchange Act, our Board established a separately-designated standing Audit Committee, the primary purpose of which is to assist the Board in fulfilling its oversight responsibilities by reviewing the Company’s financial statements and audits thereof, and any other financial reports the Company files with the SEC; systems of internal controls regarding financial reporting; and auditing, accounting and financial reporting processes generally. Such oversight is performed in accordance with applicable SEC and Nasdaq rules. Please refer to the Report of the Audit Committee for the 2025 report. As more fully described in its charter, available on our website under the Corporate Governance heading, the Audit Committee’s oversight responsibility includes but is not limited to:

•Discussing the annual audit and resulting letter of comments with management;

•Reviewing with auditors and management the adequacy of the Company’s internal control environment, risk management processes, and procedures designed to ensure compliance with laws and regulations;

•Reviewing our financial statements with management and the independent auditors prior to their release;

•Appointing the independent auditors for the next fiscal year;

•Reviewing and approving all audit and non-audit services and fees;

•Overseeing the work of our internal audit department and independent auditors;

•Assessing and maintaining procedures for the anonymous submission of complaints concerning accounting and auditing irregularities;

•Overseeing policies and procedures related to the protection of Company proprietary and customer information and compliance with data privacy requirements;

•Overseeing risk management related to cybersecurity; and

•Periodically reviewing our Code of Corporate Conduct and Insider Trading Policy.

The Audit Committee meets in executive session with our independent auditors and also in a separate executive session with the head of our internal audit department. These meetings are conducted without the presence of our management and occur at each quarterly Audit Committee meeting.

Audit Committee Independence and Financial Expert. Our Board has determined that each Audit Committee member (i) meets the independence criteria prescribed by Rule 10A-3(b)(1) and Section 10A(m)(3) of the Exchange Act; (ii) is independent under Nasdaq rules; and (iii) has sufficient abilities for Audit Committee service under Nasdaq rules. The Board also designated Ms. Wellman as an “audit committee financial expert” under SEC rules.

COMPENSATION COMMITTEE

The Compensation Committee is responsible for determining and approving the compensation of our executive officers. The Compensation Committee may consider the recommendations of our Chairman and CEO. Prior to making any such compensation determinations, the committee performs an annual review of all compensation elements for our executive officers, including, but not limited to, base salary, incentive cash bonuses and stock awards. Our Compensation Committee is tasked with evaluating and approving our overall executive compensation strategy and elements to ensure such components align with our business objectives, stockholder interests and responsible corporate practices and culture. Additionally, the Compensation Committee is responsible for recommending to the Board the compensation policies for our independent directors and overall Board members. The Compensation Committee has responsibility for determining awards of equity compensation pursuant to the stockholder-approved Werner Enterprises, Inc. 2023 Long-Term Incentive Plan (the “2023 LTIP”) and for oversight of awards under such plan and the “Prior Plan” as defined therein, which includes the Werner Enterprises, Inc. Amended and Restated Equity Plan ratified by stockholders on May 14, 2013, and amended and restated on February 7, 2018 and February 23, 2021.

The 2025 report is contained in Report of the Compensation Committee. For more information about the Compensation Committee’s activities, refer to Compensation Discussion and Analysis and Report of the

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Compensation Committee. The Compensation Committee’s functions are also described in its charter available on our website under the Corporate Governance heading.

Compensation Committee Independence. Our Board has determined that all current Compensation Committee members satisfy the applicable SEC and Nasdaq independence requirements. Each Compensation Committee member is also (i) a “non-employee director” as defined by Rule 16b-3 under the Exchange Act and (ii) an “outside director” as defined in Section 162(m) of the Internal Revenue Code and U.S. Treasury Regulation Section 1.162-27.

Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee was an officer or employee of the Company at any time during 2025 or on the date of this Proxy Statement. In 2025, no member of the Compensation Committee had any relationships or transactions with the Company that would require disclosure as a “related person transaction” under SEC rules and in Transactions with Related Persons. During 2025, none of our executive officers served on the board of directors or compensation committee of any other entity whose executive officer(s) served as a member of our Board or Compensation Committee.

ENVIRONMENTAL SOCIAL AND GOVERNANCE COMMITTEE

The Company formed an ESG Committee effective January 1, 2022. The primary functions of the ESG Committee are to: (i) support and oversee Company policies, in conjunction with other Board committees, relating to environmental, social, corporate social responsibility, sustainability, and public policy matters relevant to the Company; and (ii) assist management in setting a balanced strategy relating to ESG matters and provide oversight to the Company’s underlying ESG programs and policies. The ESG Committee considers our business objectives and customer, investor, and other stakeholder priorities in making policy, program and strategy recommendations to the Board. Committee members also play an active role in the creation of our periodic Corporate Sustainability Report. A more complete description of the ESG Committee’s functions is provided in its charter available on our website under the Corporate Governance heading.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

Our Governance Committee is comprised only of directors whom the Board has determined satisfy the applicable SEC and Nasdaq independence requirements. The Governance Committee is responsible for the director nomination process. These duties include assisting the Board in identifying, evaluating and recruiting qualified potential candidates for election to the Board. The Governance Committee recommends for the Board’s approval the director nominees for any election of directors. This process is described further in Director Nomination Process.

The Governance Committee is also responsible for various corporate governance matters, including the development and oversight of, and making recommendations to the Board with respect to, corporate governance policies and processes. The Governance Committee also monitors the effectiveness, and advises on the composition, structure and size, of our Board and Board committees. It also annually assists our Board with its independence and expertise determinations. The Governance Committee has oversight of the administration of our policies regarding “related person transactions” (as discussed in Transactions with Related Persons), and the committee reviews and approves or disapproves any such transaction when such approval is required by SEC and Nasdaq rules. A more complete description of the Governance Committee’s functions is provided in its charter available on our website under the Corporate Governance heading.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board established a process by which stockholders and other parties may communicate directly with members of the Board or the independent directors as a group. This process is described in our Stockholder Communications Procedure for Communicating with the Board of Directors, included under the Corporate Governance heading of our website. You may direct any matter intended for the Board or independent directors by writing to the intended recipients in care of our Corporate Secretary, as provided in Contacting the Corporate Secretary and Executive Offices. Generally, the Corporate Secretary will forward any received correspondence according to the stockholder’s instructions. The Corporate Secretary, however, reserves the right not to forward any abusive, threatening or otherwise inappropriate materials. A majority of our independent directors approved the process for collecting stockholder communications received by our Corporate Secretary on the Board’s behalf.

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DIRECTOR NOMINATION PROCESS

General Policy. Nominees for election to the Board are generally identified and selected by our Governance Committee and the Board according to the process summarized below and described in our Director Selection Guidelines and Recommendation Policy (“Director Selection Policy”). The Director Selection Policy is available free of charge on our website under the Corporate Governance heading. Stockholders may also request a copy of the Director Selection Policy by contacting our Corporate Secretary as provided in Contacting the Corporate Secretary and Executive Offices. The Director Selection Policy was approved by the Board and is administered by the Governance Committee. The Governance Committee evaluates the Director Selection Policy periodically and may update and revise it from time to time, subject to Board approval, when it deems appropriate and as applicable SEC regulations or Nasdaq rules change. The Director Selection Policy provides that the Governance Committee may identify qualified candidates through a variety of methods, including referrals from independent consultants hired for such purpose or from Company leadership or the Board, and may consider director candidates recommended by stockholders in accordance with the Director Selection Policy. We have not engaged and have not paid any fees to any third party for assistance with the director nomination process for the 2026 Annual Meeting.

Stockholder Recommendations for Director Candidates. Stockholders may recommend director candidates to the Governance Committee as provided in the Director Selection Policy. The Director Selection Policy provides, among other requirements, that the recommending stockholder must submit to the Governance Committee certain identifying information regarding the recommending stockholder and the candidate; information necessary to evaluate the candidate’s independence for Board and committee service under applicable SEC regulations and Nasdaq rules; a description of the candidate’s qualifications, including the recommending stockholder’s statement as to why the candidate would be a valuable addition to the Board; a description of certain arrangements and understandings pursuant to which the recommendation is being made; nominee representations and agreements required of all candidates in the Company’s By-Laws; the nominee’s responses to our form of questionnaire; all information necessary for proper disclosures regarding the nominee in our proxy statement under applicable SEC regulations, and such other information as the Governance Committee may reasonably require.

In order for a stockholder’s candidate to be evaluated and considered as a prospective nominee, the stockholder must submit the recommendation to our Corporate Secretary not less than 120 days before the one-year anniversary of the mailing date of the previous year’s proxy statement. Stockholder recommendations of director nominees for the 2027 Annual Meeting must be submitted no later than the close of business on December 1, 2026.

Director candidates proposed by stockholders in accordance with the Director Selection Policy are evaluated by the Governance Committee in the same manner as any other prospective candidate. As provided in the Director Selection Policy, the Governance Committee considers many factors in evaluating the suitability of individuals for Board membership, including without limitation those set forth in the Director Selection Policy.

Desirable Skills and Traits for Director Candidates. In evaluating the suitability of individuals for Board membership, the Governance Committee and the Board, as provided in the Director Selection Policy, will consider many factors, including without limitation the individual’s:

•educational background, accomplishments, credentials, professional and leadership experience, business and financial acumen, and capacity and desire to fulfill the duties of a Board member;

•character, integrity, candor, fairness, discretion, reputation for honesty, and ability to work constructively with others;

•capacity to devote sufficient time and diligence to the affairs of the Company and the Board, including preparing for meetings and engaging in the work of the Board;

•expertise in one or more of areas of business or Board oversight considered significant to the Company or the Board, taking into account the mix of Board member skills, core competencies and qualifications and the Board’s objectives at the time of such evaluation; and

•breadth of knowledge about issues affecting the Company or which may be relevant to the success of a publicly traded company and knowledge, or willingness and ability to quickly become knowledgeable, in critical aspects of the Company’s business, operations and governance (including the fiduciary duties of a director).

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As provided in the Director Selection Policy, the Governance Committee or the Board may identify additional criteria a candidate must possess. Such additional criteria may include, for example, meeting Board and committee independence and qualification standards under applicable requirements. The Board considers it desirable if potential candidates complement and contribute to the Board’s overall effectiveness and composition. In this respect, the Board broadly considers and embraces Board members with a varying array of opinions, perspectives, skills, personal and professional experiences and backgrounds. In evaluating a candidate for re-election, the Governance Committee will review the candidate’s previous performance, including the level of and circumstances related to attendance at meetings and the candidate’s contributions to the Board and its processes.

The summary above is qualified entirely by reference to our Director Selection Policy. For stockholders that wish to formally propose a director nominee, versus making a recommendation to the Governance Committee under the Director Selection Policy, please refer to Stockholder Proposals.

DIRECTOR COMPENSATION AND BENEFITS

Only independent directors on our Board receive compensation for their service as one of our directors. The independent directors receive an annual compensation package that is designed to attract, motivate and retain highly qualified independent professionals to represent our stockholders. Directors who are employees of the Company do not receive any compensation for their service on our Board.

Compensation of Directors for 2025. Our current 2025 annual compensation package for independent directors is comprised of the annual cash retainers and restricted stock awards provided in the Independent Director Annual Retainers and Fees table that follows. We also reimburse each independent director at cost for their reasonable out-of-pocket expenses incurred in connection with travel to Board and Board committee meetings or directly related to their service.


INDEPENDENT DIRECTOR ANNUAL RETAINERS AND FEES
Fee or Retainer			Amount and Frequency of Payment
Cash Retainer for Board Membership			$75,000 (paid in quarterly installments of $18,750 each)
Cash Retainer for the Lead Independent Director			$25,000 (paid in quarterly installments of $6,250 each)
Cash Retainer for the Audit Committee Chair			$15,000 (paid in quarterly installments of $3,750 each)
Cash Retainer for the Compensation Committee Chair			$10,000 (paid in quarterly installments of $2,500 each)
Cash Retainer for the ESG Committee Chair			$10,000 (paid in quarterly installments of $2,500 each)
Cash Retainer for the Governance Committee Chair			$10,000 (paid in quarterly installments of $2,500 each)
Restricted Stock Award for Board Membership			$100,000 (three-year vesting period from the date of grant)

The Director Compensation for 2025 table presents the compensation of each independent director serving during 2025. This table does not include those directors who are also Company employees because such directors are not considered independent directors and thus did not receive any compensation in 2025 for their service on our Board. (Derek Leathers is a director and named executive officer, and the compensation paid to him by the Company is discussed in Executive Compensation and provided in the Summary Compensation Table.) Our independent directors do not participate in any benefit, pension or nonqualified deferred compensation plan of the Company or

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receive stock option or non-equity incentive compensation awards; thus, we have omitted columns that would otherwise be required by SEC rules.


DIRECTOR COMPENSATION FOR 2025
Name		Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)(2)		All Other Compensation ($)	Total ($)
Scott C. Arves			110,000		100,000	—		210,000
Diane K. Duren			85,000		100,000	—		185,000
Michelle D. Greene			75,000		100,000	—		175,000
Jack A. Holmes			75,000		100,000	—		175,000
Michelle D. Livingstone			75,000		100,000	—		175,000
M. Gayle Packer (3)			47,596		100,000	—		147,596
Carmen A. Tapio			85,000		100,000	—		185,000
Alexi A. Wellman			90,000		100,000	—		190,000

(1)	On May 13, 2025, each of the independent directors then serving on the Board received an annual award of 3,706 shares of restricted stock with a grant date fair value of $26.98 per share. The grant date fair value is based upon the market price of the underlying common stock on the grant date, reduced by the present value of estimated future dividends because the award is not entitled to receive dividends prior to vesting. The present values of estimated future dividends for the May 13, 2025 grants were calculated based on a $0.14 quarterly dividend amount per share and a 4.1% risk-free interest rate. Further discussion of the valuation and assumptions regarding our stock awards is provided in Note 11 of our Consolidated Financial Statements in the 2025 Form 10-K.
(2)	The aggregate number of shares of unvested restricted stock outstanding at December 31, 2025 for each independent director who served in 2025 is as follows: Mr. Arves 6,265; Ms. Duren 6,265; Ms. Greene 5,971; Mr. Holmes 6,265; Ms. Livingstone 6,265; Ms. Packer 3,706; Ms. Tapio 6,265; and Ms. Wellman 6,265. No option awards were outstanding.
(3)	Ms. Packer was appointed to the Board on May 13, 2025.

During 2025, restricted stock was granted to the independent directors then serving on the Board on May 13, 2025. The grants of restricted stock to the independent directors were made in accordance with our 2023 LTIP, and pursuant to the Restricted Stock Award Agreements, the restricted stock is subject to service-based vesting provisions. Beginning one year after the grant date of each award, the restricted stock will vest annually in three increments of 34%, 33% and 33%, respectively. The awards will then become fully vested on May 13, 2028. The independent directors do not have any voting or dividend rights with respect to such stock until it is vested, and there are not any post-vesting sales restrictions on the shares. (The 2023 LTIP was included as an exhibit to our Current Report on Form 8-K filed with the SEC on May 9, 2023, and the Form of Restricted Stock Award Agreement was included as an exhibit to our Quarterly Report on Form 10-Q for the quarter ending June 30, 2023 filed with the SEC on August 8, 2023.) We did not grant any other forms of equity awards to our independent directors in 2025.

Director Stock Ownership. In February 2020, formal stock ownership guidelines for all independent directors were adopted. Stock ownership includes common stock owned (directly or indirectly) and time-vested restricted stock. Prior to March 2022, the ownership guidelines required independent directors to own stock with a market value equal to or in excess of 3.0 times the current independent director annual cash retainer for board membership. In March 2022, the stock ownership guidelines were updated to require independent directors to own stock with a market value equal to or in excess of 5.0 times the current independent director annual cash retainer for board membership. Independent directors have five years from the later of the date of this policy change or from their date of election to meet the ownership guidelines and are required to retain all restricted stock granted as fees for Board membership until such time as they meet the ownership guidelines. Mses. Duren, Tapio, and Wellman and Messrs. Arves and Holmes have already met the revised ownership guidelines. Mses. Greene, Livingstone, and Packer have each served as a director for less than five years. The individual stock ownership of each independent director is set forth in the table under Stock Ownership of Directors, Executive Officers and Certain Beneficial Owners.

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EXECUTIVE OFFICERS

Pursuant to the By-Laws, our Board appoints our executive officers from time to time. Our By-Laws provide that each executive officer holds his or her respective office until he or she resigns, is removed, or is unable to serve due to death or incapacity.

EXECUTIVE OFFICER INFORMATION

The table that follows identifies our current executive officers and the capacities in which they now serve. Set forth following the table is certain biographical information provided to us by these executive officers regarding their acquired business skills and experience.


EXECUTIVE OFFICERS
Name	Position with the Company	Age
Derek J. Leathers	Chairman & Chief Executive Officer	56
Nathan J. Meisgeier	President & Chief Legal Officer	52
Craig T. Callahan	Executive Vice President & Chief Commercial Officer	52
Eric J. Downing	Executive Vice President & Chief Operating Officer	53
James L. Johnson	Executive Vice President of Accounting Administration	62
Daragh P. Mahon	Executive Vice President & Chief Information Officer	57
Jim S. Schelble	Executive Vice President & Chief Administrative Officer	65
Christopher D. Wikoff	Executive Vice President, Treasurer & Chief Financial Officer	51

For information regarding the business experience of Derek J. Leathers, please refer to Director Information.

NATHAN J. MEISGEIER has served as our President and Chief Legal Officer since January 2024, including the role of Chief of Staff and overseeing Legal, Safety, Risk, Human Resources, Government Affairs, Driver Recruiting, Field Recruiting, the Roadmaster School Network, Terminal Management, Corporate Security, and Construction. He previously served since February 2018 as Executive Vice President and Chief Legal Officer, after having been Vice President and General Counsel since 2016 and fulfilling other legal leadership roles. Prior to joining Werner in 2005, he was a litigator at the Kansas City law firm of Stinson, Mag and Fizzell for seven years. He holds a juris doctorate from Harvard Law School. He is Chairman of the American Trucking Associations’ Legal Reform Advisory Council and serves on the American Trucking Associations Litigation Center board, among other positions in the transportation industry.

CRAIG T. CALLAHAN has served as our Executive Vice President and Chief Commercial Officer since February 2018. His primary responsibilities include leading sales and business development efforts across the Company’s entire suite of transportation and logistics service offerings, managing marketing and communications, and facilitating sustainability initiatives. He previously served since 2015 as Senior Vice President of Sales. Since joining the Company in 1995, he has also had other leadership roles in sales, customer service and operations. He holds a degree in finance and business management from Creighton University.

ERIC J. DOWNING has served as our Executive Vice President and Chief Operating Officer since January 2023. He previously served since 2016 as Senior Vice President of Dedicated, after having been Vice President of Specialized Services since 2012. Since joining the Company in 1998, he has also had roles in operations, marketing and Logistics. He was in the United States Air Force from 1991 – 1998 and works with Werner’s associate resource group for veterans. He has a degree from the University of Nebraska – Omaha in criminology and criminal justice. He serves on the board of the Truckload Carriers Association and on the executive committee of the Nebraska Trucking Association board.

JAMES L. JOHNSON is our Executive Vice President of Accounting Administration. He joined the Company in 1991 as Manager of Financial Reporting. He has since been appointed to the following positions: (i) Assistant Controller in 1992; (ii) Director of Accounting in 1994; (iii) Controller in 1996; (iv) Vice President and Controller in 2000; and (v) Senior Vice President and Controller in 2005. He also served as Werner’s Chief Accounting Officer

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from 2010 to March 2026 and Corporate Secretary from 1996 to August 2023. On February 24, 2026, Mr. Johnson advised the Company that he would be retiring as Chief Accounting Officer effective March 1, 2026. He will remain with the Company under his current role through the transition of his responsibilities. Mr. Johnson was employed by the independent public accounting firm of Arthur Andersen & Co. as a certified public accountant from 1985 until his employment with the Company in 1991. He graduated from Nebraska Wesleyan University with a degree in business administration with an emphasis in accounting.

DARAGH P. MAHON is our Executive Vice President and the Chief Information Officer responsible for driving the Company’s technology and information systems strategy, innovation and information technology operations. He brings more than 20 years of information technology and strategic leadership experience to the Company. Prior to joining the Company in 2020, he was employed at Vonage Business, Inc., a cloud communications provider, for six years with his last position held being Senior Vice President, Global IT and Business Applications, and was previously employed by Sage North America for 10 years. Outside of his corporate responsibilities, he is a member of the Forbes Technology Council, the Executive Committee for Tech Nebraska, the Chief Information Officer Advisory Board for Workday, and the Cloudflare Customer Advisory Board.

JIM S. SCHELBLE has served as our Executive Vice President and Chief Administrative Officer since May 2016 and has ongoing responsibilities related to Driver Recruiting, the Roadmaster School Network, and terminal operations. He previously served as Executive Vice President of Sales and Marketing since 2005. Prior roles since joining the Company in 1998 also include, among others, Senior Vice President of Sales and other leadership roles in sales and in development of our Dedicated business. He serves on the board of the Professional Truck Driver Institute. Prior to joining the Company, he spent 12 years with Roadway Express in various management positions within operations, sales, and marketing. He has a business administration degree from St. John’s University and a Master of Business Administration degree from Drake University.

CHRISTOPHER D. WIKOFF has served as our Executive Vice President, Chief Financial Officer and Treasurer since April 2023. He previously served since 2016 as Executive Vice President and Treasurer of West Technology Group, formerly Intrado Corporation, a cloud-based, global technology company, where he was responsible for strategic finance, accounting, treasury, tax, investor and lender relations and multiple finance shared service centers in the U.S., Europe and Asia. He served in various financial leadership roles over 16 years with Lucent Technologies, Avaya and CommScope. He graduated from the University of South Carolina Darla Moore School of Business with a business administration degree including a concentration in international business.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND CERTAIN BENEFICIAL OWNERS

The Beneficial Ownership table sets forth certain information as of March 5, 2026, with respect to the beneficial ownership of our common stock by: (i) each of our current directors, director nominees and named executive officers; (ii) each person known to us to beneficially own more than 5% of the outstanding shares of our common stock; and (iii) all current executive officers, directors and director nominees as a group.

On March 5, 2026, we had 59,950,115 shares of common stock outstanding. Except as otherwise indicated in the Beneficial Ownership table, the persons listed have sole voting power and sole investment power with respect to such shares of our common stock indicated as beneficially owned by them. Unless otherwise noted, the physical business address of each beneficial owner set forth in the Beneficial Ownership table is Werner Enterprises, Inc., 14507 Frontier Road, Omaha, Nebraska 68138.


BENEFICIAL OWNERSHIP
	Amount and Nature of Beneficial Ownership
Name of Beneficial Owner	Shares Owned		Right to Acquire (1)		Total Shares		Percent of Shares Outstanding (2)
Scott C. Arves		8,223		—		8,223		*
Diane K. Duren		20,717		—		20,717		*
Michelle D. Greene		1,858		—		1,858		*
Jack A. Holmes		6,938		—		6,938		*
Michelle D. Livingstone		4,864		—		4,864		*
M. Gayle Packer		—		—		—		*
Carmen A. Tapio		8,738		—		8,738		*
Alexi A. Wellman		6,673		—		6,673		*
Derek J. Leathers (3)		416,894		—		416,894		*
Christopher D. Wikoff		12,824		—		12,824		*
Nathan J. Meisgeier		49,174		—		49,174		*
Eric J. Downing		30,788		—		30,788		*
Daragh P. Mahon		17,851		—		17,851		*
BlackRock, Inc. (4)		8,877,239		—		8,877,239		14.8	%
The Vanguard Group (5)		6,420,141		—		6,420,141		10.7	%

Dimensional Fund Advisors LP (6)		3,811,264		—		3,811,264		6.4	%
FMR LLC (7)		3,403,993		—		3,403,993		5.7	%


All current executive officers, directors and director nominees as a group (16 persons) (2)		795,863		—		795,863		1.3	%
*Indicates beneficial ownership of less than 1%.

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(1)			This column represents restricted stock, if any, that will vest within 60 days after March 5, 2026. The shares are not outstanding and may not be voted at the Annual Meeting.
(2)			The percentages are based upon 59,950,115 shares, which equal our outstanding shares as of March 5, 2026. In accordance with SEC rules, for individuals who hold restricted stock that will vest within 60 days of March 5, 2026, the number of shares of common stock on which the percentage is based also includes the number of such shares.
(3)			Consists of 176,894 shares held directly by Mr. Leathers and 240,000 shares held indirectly by Mr. Leathers through four grantor retained annuity trusts (“the GRATS”) established by Mr. Leathers as follows: (i) 43,392 shares held by Derek J. Leathers 2022-A Grantor Retained Annuity Trust; (ii) 81,740 shares held by Derek J. Leathers 2022-B Grantor Retained Annuity Trust; (iii) 29,294 shares held by Derek J. Leathers 2023 Grantor Retained Annuity Trust; and (iv) 85,574 shares held by Derek J. Leathers 2024 Grantor Retained Annuity Trust. Mr. Leathers is the trustee and sole beneficiary of the GRATS.
(4)			Based on Schedule 13G/A as of June 30, 2025, as filed with the SEC by BlackRock, Inc. BlackRock, Inc. claims sole voting power of 8,735,928 shares and sole dispositive power of 8,877,239 shares and does not claim any shared voting power or shared dispositive power with respect to any of these shares. According to the Schedule 13G/A filing, the address of this stockholder is 50 Hudson Yards, New York, New York 10001.
(5)			Based on Schedule 13G/A as of December 29, 2023, as filed with the SEC by The Vanguard Group. The Vanguard Group does not claim sole voting power with respect to any shares and claims shared voting power of 51,540 shares, sole dispositive power of 6,302,496 shares, and shared dispositive power of 117,645 shares. According to the Schedule 13G/A filing, the address of this stockholder is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(6)			Based on Schedule 13G/A as of December 29, 2023, as filed with the SEC by Dimensional Fund Advisors LP. Dimensional Fund Advisors LP claims sole voting power of 3,739,994 shares and sole dispositive power of 3,811,264 shares and does not claim any shared voting power or shared dispositive power with respect to any of these shares. According to the Schedule 13G/A filing, the address of this stockholder is Building One, 6300 Bee Cave Road, Austin, Texas 78746.
(7)			Based on Schedule 13G as of September 30, 2025, as jointly filed with the SEC by FMR LLC and Abigail P. Johnson. FMR LLC claims sole voting power of 2,426,641 shares and sole dispositive power of 3,403,993 shares and does not claim any shared voting power or shared dispositive power with respect to any of these shares. Abigail P. Johnson does not claim sole voting power, shared voting power, or shared dispositive power with respect to any shares, and claims sole dispositive power of 3,403,993 shares. According to the Schedule 13G filing, the address of these stockholders is 245 Summer Street, Boston, Massachusetts 02210.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of our registered class of equity securities (common stock), to file with the SEC reports of beneficial ownership and changes in such beneficial ownership. Executive officers, directors and greater than 10% beneficial owners are required by SEC rules to furnish us copies of all Section 16(a) forms they file. We file Section 16(a) reports on behalf of our executive officers and directors to report their initial and subsequent changes in beneficial ownership of our common stock.

Based solely upon our review of (i) the reports (including any amendments thereto) we filed on behalf of our officers and directors, (ii) copies of such forms furnished to us, and (iii) written representations from certain reporting persons that no other reports were required for those persons, we believe that all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were timely complied with respect to 2025, with the exception of (i) a Form 4 filed May 21, 2025 by Ms. Packer with respect to a grant of restricted stock on May 13, 2025, and (ii) a Form 4 filed January 8, 2025 by H. Marty Nordlund reporting a December 18, 2024 gift of 3,891 shares of our common stock to a donor advised fund. Mr. Nordlund was the former EVP, Strategic Partnerships.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section of the Proxy Statement identifies our Named Executive Officers (“NEOs”) and explains how our compensation policies and practices are developed and operate with respect to such NEOs. We also discuss and analyze our executive compensation program and the executive compensation amounts shown herein. This discussion should be read in conjunction with the Summary Compensation Table (including the related tabular and narrative disclosures) and the Compensation Committee section. As indicated in that section, the Compensation Committee is responsible for establishing our executive compensation policies and overseeing our executive compensation practices. Our Compensation Committee is comprised solely of directors who are independent under SEC and Nasdaq rules.

Named Executive Officers. Our NEOs consist of the CEO, CFO, and the three most highly compensated executive officers (other than the CEO and CFO) who were serving as executive officers as of December 31, 2025. Our five NEOs and the capacities in which they currently serve are identified in the table below.


2025 NAMED EXECUTIVE OFFICERS
Name						Position with the Company
Derek J. Leathers						Chairman & Chief Executive Officer
Christopher D. Wikoff						Executive Vice President (“EVP”), Treasurer & Chief Financial Officer
Nathan J. Meisgeier						President & Chief Legal Officer
Eric J. Downing						Executive Vice President (“EVP”) & Chief Operating Officer
Daragh P. Mahon						Executive Vice President (“EVP”) & Chief Information Officer

Executive Summary. The Company and its Compensation Committee believe our executive compensation program has been instrumental to our business and in helping us accomplish our objectives. We continually review the program to confirm it is appropriate and fair in view of our financial performance and size relative to our competitive peer group. (The peer group is identified in Competitive Peer Groups and Benchmarking.) Our total compensation mix allows us to retain qualified, innovative executive officers who possess the necessary experience and expertise to manage the Company, provide effective Company leadership, contribute to our long-standing success and create value for our stockholders.

The table below summarizes and compares our key 2025 and 2024 financial results. Our 2025 financial statements are included in the 2025 Form 10-K.


2025 AND 2024 FINANCIAL RESULTS
		2025 (1)				2024 (1)				Change (%)
Total revenues			$	2,974,396			$	3,030,258			(2)	%
Operating income			$	11,657			$	66,148			(82)	%
Earnings (loss) per diluted share			$	(0.24)			$	0.55			(143)	%
Operating ratio (2)			99.6		%		97.8		%
Total shareholder return (1-year)			(14.9)		%		(14.2)		%
Total shareholder return (3-year cumulative)			(22.2)		%		(21.7)		%

(1)	Dollar amounts in thousands, except for per share amounts.
(2)	Operating expenses expressed as a percentage of operating revenues.

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The Company’s financial results were impacted by the continued prolonged and challenging operating environment. Revenues for 2025 decreased 2% to $3.0 billion, while operating income decreased 82% to $11.7 million. Earnings per diluted share decreased 143% driven largely by One-Way Truckload restructuring and impairment charges, lower equipment gains, inflationary headwinds and rate pressures. One-Way Truckload continues to be pressured across the industry. We remain committed to specialized services in One-Way Truckload such as Expedited, Cross-Border Mexico and Engineered business. We have taken actions to restructure our One-Way operations and offering, that we believe will result in profitability enhancement, which we expect to be noticeable in the second quarter of 2026. Momentum in Dedicated remains positive, with a strong pipeline of opportunities and early realization of some rate increases. We believe customers remain focused on reliable and flexible transportation partners like Werner, who offer creative solutions with high service and scale. The strength of our Dedicated business, combined with the acquisition of FirstFleet in January 2026, creates a more scalable platform to drive sustainable, profitable growth for Werner’s future. In Logistics, we have seen the greatest reduction in cost to serve through tech-enablement, while Intermodal is growing at double-digits, and Final Mile is having more positive momentum than any other time in the last four years since our Final Mile acquisition. The Company’s cumulative total shareholder return (“TSR”) for the three-year period ended December 31, 2025 was (22.2%) and for the one-year period ended December 31, 2025 was (14.9%). Please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2025 Form 10-K for more discussion of our 2025 financial results.

For 2025, Mr. Downing received an 18% base salary increase to align with base salaries reflected in competitive benchmarks based on his position of Chief Operating Officer, his growth in the role, and his increasing responsibilities. For 2025, Messrs. Leathers, Meisgeier and Mahon received smaller base salary increases to maintain their competitive positioning compared to competitive benchmarks. See Base Salary for more discussion of the 2025 base salaries. The Compensation Committee based the performance metrics and target goals for 2025 for the cash annual incentive program (“AIP”) on the achievement of revenues (excluding fuel surcharge) and operating income goals and on individual performance. The AIP payouts for 2025 performance for the NEOs ranged from 64.2% to 81.1% of target prior to the NEO’s voluntary forfeiture of 25% of the AIP payout due to the Company’s financial performance. See Cash Annual Incentive Compensation for more discussion of the 2025 AIP.

In February 2025, the Compensation Committee awarded equity-based long-term incentives to the NEOs split equally between restricted stock and performance stock at increased award values compared to 2024 for the NEOs except for Mr. Downing. The restricted stock vests in equal annual installments over a three-year period while the performance stock, if goals are achieved, cliff vests at the end of three years. The number of performance shares earned will range from 0% to 200% of the target shares for each NEO based on the level of attainment of the performance objectives (three-year average of the annual percentage change in earnings per diluted share with a three-year relative TSR modifier). See Long-Term Incentive Compensation for more discussion of the equity incentive awards.

SEC Form DEF 14A filed by Werner Enterprises Inc.