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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 27, 2026
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. ☐


Explanatory Note

As previously reported in a Current Report on Form 8-K filed on January 28, 2026 (the “Initial Filing”), on January 27, 2026, Werner Enterprises, Inc. (the "Company"), a Nebraska corporation, acquired 100% of the equity interests of FirstEnterprises, Inc. ("FirstFleet"), headquartered in Murfreesboro, Tennessee.

This Amendment No. 1 amends the Initial Filing to include the financial statements of FirstFleet and the pro forma financial information required by Item 9.01 of Form 8-K.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses or funds acquired.

The audited consolidated financial statements of FirstFleet as of and for the fiscal year ended March 31, 2025, notes related thereto and the related Independent Auditor's Report, are filed as Exhibit 99.1 hereto and incorporated herein by reference.

The consolidated financial statements of FirstFleet as of and for the nine month periods ended December 31, 2025 and 2024 (unaudited), notes related thereto, are filed as Exhibit 99.2 hereto and incorporated herein by reference.

(b) Pro forma financial information.

The following unaudited Pro Forma Condensed Combined Financial Information of the Company is filed herewith as Exhibit 99.3 to this Amendment No. 1 and incorporated by reference into this Item 9.01(b):

•Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31, 2025.
•Unaudited Pro Forma Condensed Combined Statement of Income for the year ended December 31, 2025.
•Notes to the Unaudited Pro Forma Condensed Combined Financial Information.



    (d)    Exhibits.

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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: April 14, 2026
By: /s/ Christopher D. Wikoff
 Christopher D. Wikoff
 Executive Vice President, Treasurer and
Chief Financial Officer
Date: April 14, 2026
By: /s/ Alan G. Colson
 Alan G. Colson
 Vice President, Controller and
Principal Accounting Officer