沃纳企业 2025年度报告

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☐ 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.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ 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 PART II Item 5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesItem 6.Reserved PART III Item 10.Directors, Executive Officers and Corporate GovernanceItem 11.Executive Compensation Item 13.Certain Relationships and Related Transactions, and Director IndependenceItem 14.Principal Accountant Fees and Services Table of Contents 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 of Unless otherwise indicated, references to “we,” “us,” “our,” “Company,” or “Werner” mean Werner Enterprises, Inc. and its subsidiaries. PART I ITEM1. General We are a transportation and logistics company engaged primarily in transporting truckload shipments of general commodities in bothinterstate and intrastate commerce. We also provide logistics services through our Werner Logistics segment. We believe we are one of thelargest truckload carriers in the United States (based on total operating revenues), and our headquarters are located in Omaha, Nebraska, nearthe geographic center of our truckload service area. We were founded in 1956 by ClarenceL. Werner, who started the business with onetruck at the age of 19. We were incorporated in the State of Nebraska in September 1982 and completed our initial public offering in June1986 with a fleet of 632 trucks as of February 1986. At the end of 2025, our Truckload Transportation Services (“TTS”) segment had a fleetof 7,100 trucks, of which 6,785 were company-operated and 315 were owned and operated by independent contractors. Our Werner We have two reportable segments – TTS and Werner Logistics. Our TTS segment is comprised of Dedicated and One-Way Truckload.Dedicated had 4,850 trucks as of December31, 2025 and provides truckload services dedicated to a specific customer, generally for a retaildistribution center or manufacturing facility, utilizing either dry van or specialized trailers. One-Way Truckload had 2,250 trucks as ofDecember31, 2025 and includes the following operating fleets: (i) the medium-to-long-haul van (“Van”) fleet transports a variety ofconsumer nondurable products and other commodities in truckload quantities over irregular routes using dry van trailers, including Mexicocross-border routes; (ii) the expedited (“Expedited”) fle