Werner holder files Form 144 to sell 1,428 shares

Werner Enterprises, Inc. shareholder has filed a notice of proposed sale under Rule 144 for up to 1,428 shares of common stock.

Accepted by SEC EDGAR 02/13/2026 - 04:21 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Werner Enterprises, Inc. shareholder has filed a notice of proposed sale under Rule 144 for up to 1,428 shares of common stock. The shares have an aggregate market value of $50,000.00 and are to be sold through Equiniti Trust Company on or about 02/13/2026 on the Nasdaq exchange.

The securities were originally acquired as a restricted stock award on 02/08/2020 from Werner Enterprises, Inc. The notice indicates that, as of the filing, 59,830,317 shares of common stock are outstanding, providing context for the relative size of the planned sale.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing for WERN indicate?

The Form 144 filing indicates a holder of Werner Enterprises, Inc. common stock plans to sell up to 1,428 shares under Rule 144. The shares, valued at $50,000.00, are expected to be sold on Nasdaq through Equiniti Trust Company around February 13, 2026.

How many Werner Enterprises (WERN) shares are proposed for sale?

The notice covers a proposed sale of up to 1,428 shares of Werner Enterprises common stock. These shares have an aggregate market value of $50,000.00 and are planned to be sold on the Nasdaq exchange through Equiniti Trust Company on or about February 13, 2026.

When and how were the WERN shares in this Form 144 acquired?

The 1,428 Werner Enterprises shares were acquired on February 8, 2020 as a restricted stock award from Werner Enterprises, Inc. The Form 144 notes the acquisition date, nature of the transaction, and that payment is listed as N/A, consistent with an equity award.

What is the outstanding share count for Werner Enterprises in this filing?

The Form 144 states that Werner Enterprises has 59,830,317 shares of common stock outstanding. This figure provides context for the relative size of the proposed 1,428-share sale under Rule 144, which represents a very small portion of total outstanding shares.

Which broker will handle the proposed WERN share sale under Form 144?

The proposed sale will be handled by Equiniti Trust Company, listed with a St. Paul, Minnesota address. The filing indicates the 1,428 Werner Enterprises common shares are to be sold on the Nasdaq exchange around February 13, 2026 through this broker.

What representation does the seller make in the WERN Form 144 notice?

By signing the notice, the seller represents they do not know any material adverse information about Werner Enterprises’ current or prospective operations that has not been publicly disclosed. The form also warns that intentional misstatements or omissions can constitute federal criminal violations under 18 U.S.C. 1001.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001959602
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	WERNER ENTERPRISES INC
SEC File Number	000-14690
Address of Issuer	14507 FRONTIER ROAD OMAHA NEBRASKA 68138
Phone	4028956640
Name of Person for Whose Account the Securities are To Be Sold	DOWNING ERIC J
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Equiniti Trust Company PO Box 64854 St. Paul MN 55164-1854	1428	50000.00	59830317	02/13/2026	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	02/08/2020	Restricted Stock Award	Werner Enterprises, Inc.			1428	02/08/2020	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks
Date of Notice	02/13/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Alan Colson by POA for Eric Downing
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)