8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

November 12, 2021

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

(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:

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. ☐

ITEM 7.01.    REGULATION FD DISCLOSURE.

On November 12, 2021, Werner Enterprises, Inc. ("Werner" or the "Company") issued a press release announcing its Board of Directors declared a regular quarterly cash dividend, approved a new stock repurchase program and withdrew its previous stock repurchase authorization. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

In accordance with General Instruction B.2 to the Form 8-K, the information under this Item 7.01 and the press release exhibit to this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section 18, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), unless the registrant expressly states that such information and exhibit are to be considered “filed” under the Exchange Act or incorporates such information and exhibit by specific reference in an Exchange Act or Securities Act filing.

ITEM 8.01.     OTHER EVENTS.

(a) Declaration of Regular Quarterly Dividend

On November 9, 2021, the Board of Directors of Werner declared a regular quarterly cash dividend of $0.12 (twelve cents) per common share payable to shareholders of record at the close of business on January 3, 2022. This dividend will be paid on January 18, 2022.

Werner Enterprises has paid a quarterly cash dividend to its shareholders every quarter since July 1987.

(b) Stock Repurchase Program

On November 9, 2022, the Board of Directors of Werner approved a new stock repurchase program. Under the new program, Werner is authorized to repurchase up to 6 million shares of its common stock. Upon approval of the new program, the Board of Directors withdrew the previous stock repurchase authorization, which had approximately 1.5 million shares remaining available for repurchase. The Company may repurchase stock from time to time depending on market, economic and other factors. This authorization will continue in the future, unless withdrawn by the Board of Directors.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

(d)    Exhibits.

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.

Document

Exhibit 99.1

FOR IMMEDIATE RELEASE

WERNER ENTERPRISES ANNOUNCES QUARTERLY DIVIDEND AND NEW STOCK REPURCHASE AUTHORIZATION

OMAHA, NEBRASKA, November 12, 2021 - Werner Enterprises, Inc. (NASDAQ: WERN), a premier transportation and logistics provider, is pleased to announce the following actions approved by its Board of Directors (the “Board”) on November 9, 2021.

Quarterly Dividends

The Board declared a regular quarterly cash dividend of $0.12 (twelve cents) per common share payable to shareholders of record at the close of business on January 3, 2022. This dividend will be paid on January 18, 2022.

Werner Enterprises has paid a quarterly cash dividend to its stockholders every quarter since July 1987.

Stock Repurchase Program

The Board approved a new stock repurchase program under which Werner is authorized to repurchase up to 6 million shares of its common stock. Upon approval of the new program, the Board withdrew the previous stock repurchase authorization, which had approximately 1.5 million shares remaining available for repurchase. Werner may repurchase stock from time to time depending on market, economic and other factors. The new authorization will continue in the future, unless withdrawn by the Board.

About Werner Enterprises

Werner Enterprises, Inc. (NASDAQ: WERN) delivers superior truckload transportation and logistics services to customers across the United States, Mexico and Canada. With 2020 revenues of $2.4 billion, an industry-leading modern truck and trailer fleet, over 13,000 talented associates and our innovative Werner Edge technology, we are an essential solutions provider for customers who value the integrity of their supply chain and require safe and exceptional on-time service. Werner provides Dedicated and One-Way Truckload services as well as Logistics services that include truckload brokerage, freight management, intermodal and final mile. As an industry leader, Werner is deeply committed to promoting sustainability and supporting diversity, equity and inclusion.