Werner Enterprises, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Werner Enterprises, Inc. on February 12, 2026. The filing discloses the approval of compensatory arrangements for the Company's Named Executive Officers (NEOs) by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures.
Material Changes and Compensation Details
The Compensation Committee approved new base salaries, restricted stock (RS), and performance stock (PS) awards effective February 13, 2026. The details for each NEO are as follows:
| Named Executive Officer | Title | Base Salary | Restricted Stock (#) | Performance Stock (#) |
|---|---|---|---|---|
| Derek J. Leathers | Chairman and CEO | $980,000 | 66,572 | 74,137 |
| Christopher D. Wikoff | EVP, Treasurer and CFO | $520,000 | 7,925 | 8,058 |
| Nathan J. Meisgeier | President and CLO | $550,000 | 9,510 | 9,670 |
| Eric J. Downing | EVP and COO | $485,000 | 7,925 | 8,058 |
| Daragh P. Mahon | EVP and CIO | $445,000 | 7,133 | 7,253 |
Equity Terms:
- Restricted Stock: Vests in three installments (34%, 33%, 33%) over the first three anniversaries from the grant date.
- Performance Stock: Earned in one installment on the third anniversary (December 31, 2028) based on average annual growth of Diluted EPS for the period January 1, 2026, through December 31, 2028. Vesting ranges from 0% to 200% of target, subject to a Total Shareholder Return (TSR) modifier of +/- 25%.
Annual Incentive Plan (2026 AIP):
- Target bonus amounts range from 80% to 125% of the NEO's 2026 annual base salary.
- Payout ranges from 0% to 200% of the target based on operating income, revenues (excluding fuel surcharge), and individual performance.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on market conditions, or specific risk factors beyond the standard performance conditions attached to the equity awards. The performance stock vesting is contingent on meeting specific Diluted EPS growth targets and TSR benchmarks relative to a peer group.
Key Facts for Investor Verification
- Verify the specific Diluted EPS growth targets and the peer group composition used for the TSR modifier in the 2023 Long-Term Incentive Plan.
- Confirm the exact target bonus percentages for each NEO within the 80% to 125% range mentioned for the 2026 AIP.
- Review the full text of the 2023 Long-Term Incentive Plan (Exhibit 10.1 to the May 9, 2023 8-K) for complete terms and conditions.
- Note that the filing date is February 12, 2026, indicating future-dated compensation approvals relative to the current real-time date.