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WERN · TRUCKING (NO LOCAL) · 8-K · Item 5.02 · Aug 10, 2026

Board adds Paul Hoelting in a routine director appointment

WERNER ENTERPRISES INC (WERN) — AllSight decodes this SEC 8-K in plain English, versus what the market expected.

The filing announces a standard board vacancy fill, not a strategic shift. Paul Hoelting was appointed to a Class I directorship on August 7, 2026, with no disclosed selection arrangements or related-party transactions (Item 5.02). The filing provides no indication that the appointment changes board control, strategy, or oversight priorities.

The disclosed compensation is ordinary and does not add a material financial angle. Hoelting will receive the same package as other independent directors: a $75,000 annual cash retainer and a $100,000 restricted-stock award vesting over three years, prorated for the appointment year (Item 5.02).

Net read: routine and broadly in line with what investors would expect from a board appointment. With no unusual terms, controversy, or governance change disclosed, the filing does not create a meaningful expectation gap to assess.

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