WERNER ENTERPRISES INC — fact timeline

WERNER ENTERPRISES INC entered into Performance Guaranty Agreement with The Toronto-Dominion Bank valued at Under the Performance Guaranty, the Company provides an unconditional, irrevocable guaranty to the B (effective 2026-06-05).

“Amendment No. 3 also incorporates language from the Performance Guaranty Agreement (“Performance Guaranty”), dated as of June 5, 2026, between the Company as performance guarantor, and TD Bank as administrative agent for and on behalf of the credit partiers and the other secured parties, from time to time (collectively, the “Beneficiaries”) under the LSA.”

WERNER ENTERPRISES INC amended Third Amendment to Loan and Security Agreement with Wells Fargo Bank, National Association; GTA Funding LLC; The Toronto-Dominion Bank valued at Amendment No. 3 establishes a maximum funding limit of $350 million in cash proceeds for WRC under t (effective 2026-06-05).

“On June 5, 2026 , Werner Receivables Company, LLC (“WRC”), a wholly-owned subsidiary of Werner Enterprises, Inc. (the “Company”), entered into a third amendment ("Amendment No. 3") to its Loan and Security Agreement, as amended (the "LSA"), as borrower, together with the Company as the servicer, Wells Fargo Bank, National Association as a committed lender and group agent, GTA Funding LLC as a conduit lender, and The Toronto-Dominion Bank (“TD Bank”) as a related committed lender, group agent, and administrative agent.”

WERNER ENTERPRISES INC shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for year ending December 31, 2026 at the 2026-05-12 meeting.

“Proposal 3 . The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026. Final voting results were as follows: Broker For Against Abstained Non-Votes 55,653,773 2,094,638 3,628 —”

WERNER ENTERPRISES INC shareholders approved Advisory resolution on executive compensation at the 2026-05-12 meeting.

“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows: Broker For Against Abstained Non-Votes 54,000,280 1,369,015 840,801 1,541,943”

WERNER ENTERPRISES INC shareholders approved Election of Class II and Class III directors at the 2026-05-12 meeting.

“Proposal 1 . The Company's stockholders elected three Class II directors to serve on the Board for a three-year term expiring at the 2029 Annual Meeting of Stockholders, and elected one Class III director to serve on the Board for a one-year term expiring at the 2027 Annual Meeting of Stockholders. Final voting results were as follows: Broker For Withheld Abstained Non-Votes Diane K. Duren - Class II 54,558,313 1,651,783 — 1,541,943 Derek J. Leathers - Class II 54,471,859 1,738,237 — 1,541,943 Michelle D. Livingstone - Class II 54,798,094 1,412,002 — 1,541,943 M. Gayle Packer - Class III 54,714,810 1,495,286 — 1,541,943”

Carmen A. Tapio retired as Director at WERNER ENTERPRISES INC.

“On May 12, 2026, Carmen A. Tapio, Director, gave notice of her decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective May 12, 2026.”

WERNER ENTERPRISES INC reported first quarter ended March 31, 2026 results: revenue $808.6 million, net income $4.3 million net loss, EPS $0.07 diluted loss per share.

“Werner Enterprises Reports First Quarter 2026 Results First Quarter 2026 Highlights (all metrics compared to first quarter 2025 ) • Total revenues of $808.6 million, increased $96.5 million, or 14% • Operating income was $4.0 million compared to a $5.8 million operating loss in the prior year; non-GAAP adjusted operating income of $11.9 million compared to non-GAAP adjusted operating loss of $1.8 million in the prior year • Operating margin of 0.5%, increased 130 basis points from (0.8)%; non-GAAP adjusted operating margin of 1.5%, increased 180 basis points from (0.3)% • Diluted loss per share was $0.07 compared to diluted loss per share of $0.16 in the prior year; non-GAAP adjusted diluted earnings per share was $0.02 compared to non-GAAP adjusted diluted loss per share of $0.12 in the prior year”

M. Gayle Packer was appointed as Director at WERNER ENTERPRISES INC.

“appointed M. Gayle Packer to the Board to fill a Class III directorship vacancy.”

WERNER ENTERPRISES INC incurred credit facility of $300 million with The Toronto-Dominion Bank at commercial paper rate or a term secured overnight financing rate (SOFR), plus an maturing three years from the date of the LSA.

“Werner Receivables Company, LLC (“WRC”) is a party to a Loan and Security Agreement dated March 27, 2025 (the “LSA”) together with various lenders and group agents (“Lenders”), The Toronto-Dominion Bank (“TD Bank”) as administrative agent, and Werner Enterprises, Inc.”

WERNER ENTERPRISES INC shareholders approved Ratification of appointment of KPMG LLP as independent registered public accounting firm for year ending December 31, 2024 at the 2024-05-14 meeting.

“Proposal 3 . The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Final voting results were as follows: Broker For Against Abstained Non-Votes 59,389,141 1,068,430 26,966 —”

WERNER ENTERPRISES INC shareholders approved Advisory resolution on executive compensation at the 2024-05-14 meeting.

“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows: Broker For Against Abstained Non-Votes 52,667,129 6,776,302 59,989 981,117”

WERNER ENTERPRISES INC shareholders approved Election of one Class I director and two Class III directors at the 2024-05-14 meeting.

“Proposal 1 . The Company's stockholders elected one Class I director to serve on the Company's Board of Directors (the "Board") for a one-year term expiring at the 2025 Annual Meeting of Stockholders and two Class III directors to each serve on the Board for a three-year term expiring at the 2027 Annual Meeting of Stockholders. Final voting results were as follows: Broker For Withheld Abstained Non-Votes Michelle D. Greene-Class I 54,548,748 4,954,672 — 981,117 Scott C. Arves-Class III 51,981,830 7,521,590 — 981,117 Alexi A. Wellman-Class III 52,320,785 7,182,635 — 981,117”

WERNER ENTERPRISES INC reported first quarter ended March 31, 2024 results: revenue $769.1 million, net income $6.3 million, EPS $0.10.

“--- EX-99.1 (EX-99.1) --- Werner Enterprises Reports First Quarter 2024 Results First Quarter 2024 Highlights (all metrics compared to first quarter 2023) • Total revenues of $769.1 million, down 8% • Operating income of $15.6 million, down 71%; non-GAAP adjusted operating income of $18.6 million, down 68% • Operating margin of 2.0%, down 440 basis points; non-GAAP”

Vikram Mansharamani resigned as director at WERNER ENTERPRISES INC.

“reporting the resignation of Vikram Mansharamani, Ph.D. as a director from the Company’s Board of Directors.”

Vikram Mansharamani resigned as Director at WERNER ENTERPRISES INC.

“On February 27, 2024, Vikram Mansharamani, Ph.D. submitted to Derek Leathers, CEO and Chairman, and the independent members of the Board of Directors of Werner Enterprises, Inc. (the “Company”) his letter of resignation from the Company’s Board of Directors, effective on such date.”

WERNER ENTERPRISES INC reported year ended December 31, 2023 results: revenue $3.28 billion, net income $112.4 million, EPS $1.76.

“2023 Highlights (all metrics compared to 2022) • Total revenues of $3.28 billion, relatively flat • Operating income of $176.4 million, down 45%; non-GAAP adjusted operating income of $189.7 million, down 43% • Operating margin of 5.4%, down 440 basis points; non-GAAP adjusted operating margin of 5.8%, down 430 basis points • Diluted EPS of $1.76, down 53%; non-GAAP adjusted diluted EPS of $1.93, down 48%”

WERNER ENTERPRISES INC reported fourth quarter ended December 31, 2023 results: revenue $821.9 million, net income $23.6 million, EPS $0.37.

“Werner Enterprises Reports Fourth Quarter and Annual 2023 Results Fourth Quarter 2023 Highlights (all metrics compared to fourth quarter 2022) • Total revenues of $821.9 million, down 5% • Operating income of $37.9 million, down 57%; non-GAAP adjusted operating income of $39.2 million, down 56% • Operating margin of 4.6%, down 570 basis points; non-GAAP adjusted operating margin of 4.8%, down 560 basis points • Diluted EPS of $0.37, down 61%; non-GAAP adjusted diluted EPS of $0.39, down 61%”

Nathan J. Meisgeier was appointed as President at WERNER ENTERPRISES INC.

“On January 5, 2024, the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the "Company") appointed Nathan J. Meisgeier, 50, to serve as the Company’s President.”

Michelle D. Greene was appointed as Director at WERNER ENTERPRISES INC.

“The Nominating and Corporate Governance Committee nominated Michelle D. Greene as a director candidate. In accordance with the By-Laws of the Company, the Board voted to appoint Ms. Greene as a member of the Company’s Board on November 6, 2023 to fill the Class I directorship vacancy created by Dr. Bird’s retirement.”

Kenneth M. Bird retired as Director at WERNER ENTERPRISES INC.

“On November 3, 2023, Kenneth M. Bird, Ed.D., Director, gave notice of his decision to retire from the Board of Directors (the “Board”) of Werner Enterprises, Inc. (the “Company”), effective November 6, 2023.”

WERNER ENTERPRISES INC reported third quarter ended September 30, 2023 results: revenue $817.7 million, net income $23.7 million, EPS $0.37.

“--- EX-99.1 (EX-99.1) --- Werner Enterprises Reports Third Quarter 2023 Results Third Quarter 2023 Highlights (all metrics compared to third quarter 2022) • Total revenues of $817.7 million, down 1% • Operating income of $37.9 million, down 50%; non-GAAP adjusted operating income of $41.9 million, down 47% • Operating margin of 4.6%, down 460 basis points; non-GAAP”

WERNER ENTERPRISES INC reported second quarter ended June 30, 2023 results: revenue $811.1 million, net income $29.9 million, EPS $0.47.

“EX-99.1 (EX-99.1) --- Werner Enterprises Reports Second Quarter 2023 Results Second Quarter 2023 Highlights (all metrics compared to second quarter 2022) • Total revenues of $811.1 million, down 3% • Operating income of $47.2 million, down 37%; non-GAAP adjusted operating income of $51.1 million, down 34% • Operating margin of 5.8%, down 320 basis points; non-GAAP”

John J. Steele retired as Executive Vice President, Treasurer and Chief Financial Officer at WERNER ENTERPRISES INC.

“Mr. Steele will provide continued strategic advice and counsel related to the business issues and projects he was involved with prior to his retirement from the Company on June 30, 2023.”

WERNER ENTERPRISES INC shareholders approved Approval of the Company's 2023 Long-Term Incentive Plan. at the 2023-05-09 meeting.

“Proposal 4 . The Company's stockholders approved the Company's 2023 Long-Term Incentive Plan. Final voting results were as follows: Broker For Against Abstained Non-Votes 54,144,492 1,682,589 8,197 3,904,485”

WERNER ENTERPRISES INC shareholders approved Advisory vote on the frequency of future advisory votes on executive compensation. at the 2023-05-09 meeting.

“Proposal 3 . The Company's stockholders held an advisory vote on the frequency of future advisory votes on executive compensation and voted to conduct such future votes once every year. Final voting results were as follows: Broker Every Year Every Two Years Every Three Years Abstained Non-Votes 51,759,175 10,129 4,032,116 33,858 3,904,485”

WERNER ENTERPRISES INC shareholders approved Advisory resolution on executive compensation. at the 2023-05-09 meeting.

“Proposal 2 . The Company's stockholders approved the advisory resolution on executive compensation. Final voting results were as follows: Broker For Against Abstained Non-Votes 53,577,646 2,220,232 37,400 3,904,485”

WERNER ENTERPRISES INC shareholders approved Election of three Class II directors to serve on the Company's Board for a three-year term expiring at the 2026 Annual Meeting of Stockholders. at the 2023-05-09 meeting.

“Proposal 1 . The Company's stockholders elected three Class II directors to each serve on the Company's Board for a three-year term expiring at the 2026 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Final voting results for the elected directors were as follows: Broker For Against Abstained Non-Votes Diane K. Duren-Class II 55,272,269 — 563,009 3,904,485 Derek J. Leathers-Class II 54,396,178 — 1,439,100 3,904,485 Michelle D. Livingstone-Class II 55,082,124 — 753,154 3,904,485”

WERNER ENTERPRISES INC reported first quarter ended March 31, 2023 results: revenue $832.7 million, net income $35.2 million, EPS $0.55.

“Werner Enterprises Reports First Quarter 2023 Results First Quarter 2023 Highlights (all metrics compared to first quarter 2022) • Total revenues of $832.7 million, up 9% • Operating income of $53.4 million, down 36%; non-GAAP adjusted operating income of $57.5 million, down 33% • Operating margin of 6.4%, down 450 basis points; non-GAAP adjusted operating margin of 6.9%, down 440 basis points • Diluted EPS of $0.55, down 32%; non-GAAP adjusted diluted EPS of $0.60, down 37% OMAHA, Neb., May 3, 2023 -- Werner Enterprises, Inc. (Nasdaq: WERN), a premier transportation and logistics provider, today reported results for the first quarter ended March 31, 2023.”

John J. Steele retired as Chief Financial Officer at WERNER ENTERPRISES INC.

“Mr. Wikoff will begin serving as the Company's CFO on April 18, 2023, succeeding John J. Steele, who announced his retirement plans in August 2022.”

Christopher D. Wikoff was appointed as Executive Vice President, Treasurer and Chief Financial Officer at WERNER ENTERPRISES INC.

“On February 23, 2023, Werner Enterprises, Inc. (the "Company") announced that its Board of Directors appointed Christopher D. Wikoff to serve as Executive Vice President, Treasurer and Chief Financial Officer ("CFO") of the Company.”

WERNER ENTERPRISES INC reported the year ended December 31, 2022 results: revenue $ 3,289,978, net income 241,256, EPS 3.74.

“Key Consolidated Financial Metrics Three Months Ended December 31, Year Ended December 31, (In thousands, except per share amounts) 2022 2021 Y/Y Change 2022 2021 Y/Y Change Total revenues $ 861,491 $ 765,221 13 % $ 3,289,978 $ 2,734,372 20 % Truckload Transportation Services revenues 634,787 563,227 13 % 2,428,686 2,045,073 19 % Werner Logistics revenues 213,485 184,967 15 % 793,492 622,461 27 % Operating income 88,381 98,488 (10) % 323,076 309,146 5 % Operating margin 10.3 % 12.9 % (260) bps 9.8 % 11.3 % (150) bps Net income attributable to Werner 60,166 76,767 (22) % 241,256 259,052 (7) % Diluted earnings per share 0.94 1.15 (18) % 3.74 3.82 (2) %”

WERNER ENTERPRISES INC reported the fourth quarter ended December 31, 2022 results: revenue $861.5 million, net income $60.2 million, EPS $0.94.

“Total revenues for the quarter were $861.5 million, an increase of $96.3 million compared to the prior year quarter, due to Truckload Transportation Services (“TTS”) revenues growth of $71.6 million and Logistics revenues growth of $28.5 million. Operating income of $88.4 million decreased $10.1 million, or 10%, while operating margin of 10.3% decreased 260 basis points. On a non-GAAP basis, adjusted operating income of $89.9 million decreased $11.2 million, or 11%. Adjusted operating margin of 10.4% declined 280 basis points from 13.2% for the same quarter last year. Truckload Transportation Services operating income decreased by $7.9 million and adjusted operating income decreased by $6.9 million. Logistics operating income declined $1.9 million and adjusted operating income declined by $3.9 million. Corporate and Other (including driving schools) operating income decreased by $0.4 million. Werner Enterprises, Inc. - Release of February 7, 2023 Page 2 Interest expense of $5.8 million”

WERNER ENTERPRISES INC incurred credit facility of $1.075 billion with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, BMO Harris Bank N.A. as Syndication Agent, The Toronto-Dominion Bank as Documentation Agent, and The Huntington National Bank as Co-Agent at 5.67%, based on the one-month Secured Overnight Financing Rate ("SOFR") plus 0.1 maturing December 20, 2027.

“On December 20, 2022, Werner Enterprises, Inc. (the "Company") entered into a $1.075 billion unsecured credit facility with the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, BMO Harris Bank N.A. as Syndication Agent, The Toronto-Dominion Bank as Documentation Agent, and The Huntington National Bank as Co-Agent, (the "2022 Credit Agreement")”

WERNER ENTERPRISES INC terminated Wells Term Loan with Wells Fargo Bank, National Association valued at $100 million (effective 2022-12-20).

“Concurrently with entering into the 2022 Credit Agreement on December 20, 2022, the Company paid off and terminated the BMO Line of Credit, Wells Line of Credit, and Wells Term Loan, which were each scheduled to mature on May 14, 2024.”

WERNER ENTERPRISES INC terminated Wells Line of Credit with Wells Fargo Bank, National Association valued at $185 million (effective 2022-12-20).

“Concurrently with entering into the 2022 Credit Agreement on December 20, 2022, the Company paid off and terminated the BMO Line of Credit, Wells Line of Credit, and Wells Term Loan, which were each scheduled to mature on May 14, 2024.”

WERNER ENTERPRISES INC terminated BMO Line of Credit with BMO Harris Bank N.A. valued at $300 million (effective 2022-12-20).

“Concurrently with entering into the 2022 Credit Agreement on December 20, 2022, the Company paid off and terminated the BMO Line of Credit, Wells Line of Credit, and Wells Term Loan, which were each scheduled to mature on May 14, 2024.”

WERNER ENTERPRISES INC entered into 2022 Credit Agreement with Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, BMO Harris Bank N.A. as Syndication Agent, The Toronto-Dominion Bank as Documentation Agent, and The Huntington National Bank as Co-Agent valued at $1.075 billion (effective 2022-12-20).

“On December 20, 2022, Werner Enterprises, Inc. (the "Company") entered into a $1.075 billion unsecured credit facility with the lenders thereto, Wells Fargo Bank, National Association as Administrative Agent, Swingline Lender, and Issuing Lender, BMO Harris Bank N.A. as Syndication Agent, The Toronto-Dominion Bank as Documentation Agent, and The Huntington National Bank as Co-Agent, (the "2022 Credit Agreement"), replacing the Company's previous $300 million unsecured credit facility with BMO Harris Bank N.A. (the "BMO Line of Credit") and the credit agreement with Wells Fargo Bank, National Association, consisting of a $300 million unsecured credit facility (the "Wells Line of Credit") and a $100 million unsecured term loan (the "Wells Term Loan").”

WERNER ENTERPRISES INC reported third quarter ended September 30, 2022 results: revenue $827.6 million, net income $55.1 million, EPS $0.86.

“--- EX-99.1 (EX-99.1) --- Werner Enterprises Reports Third Quarter 2022 Results Third Quarter 2022 Highlights (all metrics compared to third quarter 2021) • Total revenues of $827.6 million, up 18% • Operating income of $76.3 million, up 7%; non-GAAP adjusted operating income of $79.5 million, up 8% • Operating margin of 9.2%, down 90 basis points; non-GAAP adjusted”

Eric Downing was appointed as Executive Vice President and Chief Operating Officer at WERNER ENTERPRISES INC.

“Effective January 1, 2023, Eric Downing, 50, will be promoted to Executive Vice President and Chief Operating Officer.”

Marty Nordlund departed as Senior Executive Vice President and Chief Operating Officer at WERNER ENTERPRISES INC.

“Effective December 31, 2022, Marty Nordlund, Werner Enterprises, Inc.'s (the "Company") Senior Executive Vice President and Chief Operating Officer, will be stepping down as the Company's chief operating officer.”

John J. Steele retired as Executive Vice President, Treasurer and Chief Financial Officer at WERNER ENTERPRISES INC.

“John J. Steele, Executive Vice President, Treasurer and Chief Financial Officer, has decided to retire after 33 years at the Company”

Michelle D. Livingstone was appointed as Director at WERNER ENTERPRISES INC.

“In accordance with the By-Laws of the Company, the Board of Directors (the "Board") voted on May 10, 2022 to appoint Ms. Livingstone as a member of the Company’s Board at the May 10, 2022, Board meeting.”

Gerald H. Timmerman retired as Director at WERNER ENTERPRISES INC.

“On February 9, 2022, Mr. Gerald H. Timmerman, Director, gave notice of his decision to retire from the Board of Directors of Werner Enterprises, Inc. (the "Company"), effective February 9, 2022.”