沃纳企业 2025年度报告

WERNER ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the ExchangeAct. Large Accelerated Filer☒Acceleratedfiler☐Non-accelerated filer☐Smallerreportingcompany☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes☐No The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes that all executive officers and Directors are “affiliates”of the Registrant) as of June30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $1.615 billion (based on theclosing sale price of the Registrant’s Common Stock on that date as reported by Nasdaq). As of February6, 2026, 59,869,405 shares of the registrant’s common stock, par value $0.01 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement of Registrant for the Annual Meeting of Stockholders to be held May 12, 2026, are incorporated in Part III of this report. WERNER ENTERPRISES, INC. INDEX PART I Item1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesReservedManagement's Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market RiskFinancial Statements and Supplementary DataChanges in and Disagreements with Accountants on Accounting and Financial DisclosureControls and ProceduresOther InformationDisclosure Regarding Foreign Jurisdictions that Prevent Inspections Item 5. Item 6.Item 7.Item 7A.Item 8.Item 9.Item 9A.Item 9B.Item 9C. PART III Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and Related StockholderMattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services Item 10.Item 11.Item 12. Item 13.Item 14. PART IV Item 15.Item 16. Exhibit and Financial Statement SchedulesForm 10-K Summary This Annual Report on Form 10-K for the year ended December31, 2025 (this “Form 10-K”) and the documents incorporated herein byreference contain forward-looking statements based on expectations, estimates and projections as of the date of this filing. Actual resultsmay differ materially from those expressed in such forward-looking statements. For further guidance, see Item1A of Part I and Item7 ofPart II of this Form 10-K. Unless otherwise indicated, references to “we,” “us,” “our,” “Company,” or “Werner” mean Werner Enterprises, Inc. and its subsidiaries. PART I BUSINESS ITEM1. General We are