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):

October 1, 2022

WERNER ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

Nebraska			0-14690	47-0648386
(State or other jurisdiction of incorporation)			(Commission File Number)	(I.R.S. Employer Identification No.)
14507 Frontier Road
Post Office Box 45308
Omaha	,	Nebraska		68145-0308
(Address of principal executive offices)				(Zip Code)

(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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value	WERN	The Nasdaq Stock Market LLC

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 8.01.     OTHER EVENTS.

On October 1, 2022, Werner Enterprises, Inc., a Nebraska corporation, acquired 100% of the equity interests of FAB9, Inc., doing business as Baylor Trucking, Inc., based in Milan, Indiana. A copy of the press release announcing the acquisition is attached hereto as Exhibit 99.1.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS.

    (d)    Exhibits.

99.1	Press release issued by the registrant on October 3, 2022, “Werner Enterprises Acquires Premier Truckload Carrier Baylor Trucking, Inc.”
101	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

The information contained in this Form 8-K, including the exhibit hereto, 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 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.

Forward-Looking Statements

The press release furnished as Exhibit 99.1 to this Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the registrant’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequently filed Quarterly Reports on Form 10-Q. For those reasons, undue reliance should not be placed on any forward-looking statement. The registrant assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

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.

	WERNER ENTERPRISES, INC.
Date: October 3, 2022	By:	/s/ John J. Steele
		John J. Steele
		Executive Vice President, Treasurer and Chief Financial Officer
Date: October 3, 2022	By:	/s/ James L. Johnson
		James L. Johnson
		Executive Vice President, Chief Accounting Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Werner Enterprises Acquires Premier Truckload Carrier Baylor Trucking, Inc.

•Expands terminal, fleet and professional driver footprint in the east central and south central U.S. truckload markets

•Combines similar customer-centric cultures, with both Werner and Baylor Trucking focused on the highest standards of safety and on-time service

•Baylor achieved revenues of $81.5million for the twelve months ended August 31, 2022

OMAHA, Neb., October 3, 2022 -- Werner Enterprises, Inc. (Nasdaq: WERN), one of the nation’s largest transportation and logistics companies, announced today it has signed a definitive agreement and closed on the acquisition of FAB9, Inc., doing business as Baylor Trucking, Inc. (“Baylor”). Founded in 1946, Baylor is an award-winning and premier truckload carrier that operates 200 trucks and 980 trailers in the east central and south central U.S., with their network of two terminals.

“Baylor, with its highly-skilled professional drivers and non-driver associates, further strengthens our portfolio with their exceptional service and stellar reputation,” said Derek Leathers, Chairman, President and Chief Executive Officer. “I have known Cari Baylor for many years and I have tremendous respect for what Cari, her family and her leadership team have created at Baylor. This acquisition delivers on our Werner DRIVE strategy and will position us for further growth. We expect this transaction to be accretive in year one and anticipate buying power synergies through integrated management of our combined fleets.”

Strategic and Financial Benefits:

•Addition of 234 highly-skilled, tenured and professional drivers

•Fleet of 200 trucks (170 company and 30 independent contractor) and 980 trailers

•Existing Baylor leadership (including President Cari Baylor), drivers and non-driver associates will remain in place, and we are retaining the Baylor brand to ensure smooth integration and high driver retention

•Freight revenues mix of one-way dry van (51%), expedited dry van (42%) and refrigerated (7%)

•Adds high-quality driver and non-driver talent and increases Werner’s fleet size by 2.4%

•Buying power synergies are expected through combined management of our two fleets

•Both Werner and Baylor have similar cultures that are intensely focused on safety and superior customer service

Werner Enterprises, Inc. - Release of October 3, 2022

Page 2

•Shared values of working with winning customers with high expectations, establishing long-term mutual service and revenue objectives, and delivering best-in-class performance to stabilize volume and minimize churn

•Baylor will operate as a standalone business unit within Werner, and their financial results will be reported in Werner’s One-Way Truckload unit within Truckload Transportation Services

Leathers continued, “Both Werner and Baylor believe deeply that our professional drivers are the backbone of our companies. Both companies were founded by their first driver. We look forward to welcoming the Baylor team and working together to create additional value for our customers and shareholders.”

“I have admired and respected Werner for a long time as an industry leader. We are extremely excited to join the Werner team and look forward to continued growth as we leverage the strengths of Baylor and Werner to serve our existing and new customers at even higher levels. We will stand by our customers and continue to provide them with the superior service they expect from Baylor. Aligning with Werner only expands our service capabilities. Werner shares our passion for delivering value and continually creating personal and professional opportunities for our elite Baylor team,” said Cari Baylor, President of Baylor Trucking.

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 2021 revenues of $2.7 billion, an industry-leading modern truck and trailer fleet, over 14,000 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.

About Baylor Trucking

FAB9, Inc., doing business as Baylor Trucking, Inc., is located in Milan, Indiana. Baylor was founded in 1946 by Chester Baylor, the grandfather of Baylor President, Cari Baylor, who grew up in the trucking business and has led Baylor for the last 7 years. Baylor was named carrier of the year by Walmart four times, and in 2021 Baylor was named Diversity carrier of the year for the second time.

Werner Enterprises, Inc. - Release of October 3, 2022

Page 3

Advisors

Koley Jessen P.C., L.L.O. served as legal counsel to Werner Enterprises. Ice Miller LLP served as legal counsel to Baylor Trucking.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and subsequently filed Quarterly Reports on Form 10-Q.

For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by filing reports with the U.S. Securities and Exchange Commission, through the issuance of press releases or by other methods of public disclosure.

Contact:

John J. Steele

Executive Vice President, Treasurer

and Chief Financial Officer

(402) 894-3036

Source: Werner Enterprises, Inc.

XML

Document and Entity Information Document	Oct. 01, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 01, 2022
Entity File Number	0-14690
Entity Registrant Name	WERNER ENTERPRISES, INC.
Entity Central Index Key	0000793074
Amendment Flag	false
Entity Incorporation, State or Country Code	NE
Entity Tax Identification Number	47-0648386
Entity Address, Address Line One	14507 Frontier Road
Entity Address, Address Line Two	Post Office Box 45308
Entity Address, City or Town	Omaha
Entity Address, State or Province	NE
Entity Address, Postal Zip Code	68145-0308
City Area Code	402
Local Phone Number	895-6640
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	WERN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false