What insider share movements did WERN CEO Derek J. Leathers report?

He reported internal transfers totaling 130,562 shares of common stock on July 14, 2025 . Shares were moved from four Grantor Retained Annuity Trusts, where he is trustee and sole beneficiary, into his direct beneficial ownership in Werner Enterprises.

[Form 4/A] WERNER ENTERPRISES INC Amended Insider Trading Activity

Q: How many Werner Enterprises (WERN) shares does Derek J. Leathers now hold directly?

After the reported transfers, Derek J. Leathers holds 387,882.12 shares of Werner Enterprises common stock directly. He also continues to hold additional shares indirectly through several Grantor Retained Annuity Trusts established in 2022, 2023 and 2024.

Q: Did the WERN Form 4/A report any open-market stock purchases or sales?

No. All reported entries use transaction code J , described as “Other acquisition or disposition,” and the transaction summary shows buyCount 0 and sellCount 0 . The activity reflects restructurings rather than P- or S-code market trades.

Q: How were Werner Enterprises shares reallocated among Derek J. Leathers’ trusts?

The filing details transfers of 43,392 shares from the 2022-A GRAT, 32,700 from the 2022-B GRAT, 23,275 from the 2023 GRAT, and 31,195 from the 2024 GRAT, all moved into his direct beneficial ownership.

Q: What indirect Werner Enterprises (WERN) holdings remain in Derek J. Leathers’ trusts?

Post-transfer, the 2024 GRAT holds 54,379 shares , the 2023 GRAT holds 6,019 shares , and the 2022-B GRAT holds 49,040 shares . The 2022-A GRAT shows 0 shares remaining after its transfer of 43,392 shares.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

4/A

Rhea-AI Filing Summary

Werner Enterprises CEO & Chairman Derek J. Leathers reported internal transfers of 130,562 shares of common stock involving Grantor Retained Annuity Trusts where he is trustee and sole beneficiary. These transfers moved shares into his direct beneficial ownership, which now totals 387,882 shares, alongside remaining indirect trust holdings.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider LEATHERS DEREK J

Role CEO & Chairman

Type	Security	Shares	Price	Value
Other	Common Stock	43,392	$0.00	--
Other	Common Stock	32,700	$0.00	--
Other	Common Stock	23,275	$0.00	--
Other	Common Stock	31,195	$0.00	--
Other	Common Stock	130,562	$0.00	--

Holdings After Transaction: Common Stock — 0 shares (Indirect, GRAT 2022-A); Common Stock — 387,882.12 shares (Direct)

Footnotes (1)

Represents a transfer of 43,392 shares from the Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership. Represents a transfer of 32,700 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership. Represents a transfer of 23,275 shares from the Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership. Represents a transfer of 31,195 shares from the Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership. Represents a transfer of an aggregate of 130,562 shares to Derek J. Leathers direct beneficial ownership, from the 2022-A Grantor Retained Annuity Trust, 2022-B Grantor Retained Annuity Trust, 2023 Grantor Retained Annuity Trust, and 2024 Grantor Retained Annuity Trust. The Reporting Person serves as trustee and sole beneficiary of these trusts.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 04:06 PM Accepted by SEC EDGAR 07/14/2026 - 04:06 PM

FAQ

How many Werner Enterprises (WERN) shares does Derek J. Leathers now hold directly?

After the reported transfers, Derek J. Leathers holds 387,882.12 shares of Werner Enterprises common stock directly. He also continues to hold additional shares indirectly through several Grantor Retained Annuity Trusts established in 2022, 2023 and 2024.

What are the Grantor Retained Annuity Trusts referenced in the WERN Form 4/A?

They are Derek J. Leathers Grantor Retained Annuity Trusts from 2022, 2023 and 2024, for which he is trustee and sole beneficiary. The filing notes transfers of specified share amounts from these trusts into his direct beneficial ownership.

Did the WERN Form 4/A report any open-market stock purchases or sales?

No. All reported entries use transaction code J, described as “Other acquisition or disposition,” and the transaction summary shows buyCount 0 and sellCount 0. The activity reflects restructurings rather than P- or S-code market trades.

How were Werner Enterprises shares reallocated among Derek J. Leathers’ trusts?

The filing details transfers of 43,392 shares from the 2022-A GRAT, 32,700 from the 2022-B GRAT, 23,275 from the 2023 GRAT, and 31,195 from the 2024 GRAT, all moved into his direct beneficial ownership.

What indirect Werner Enterprises (WERN) holdings remain in Derek J. Leathers’ trusts?

Post-transfer, the 2024 GRAT holds 54,379 shares, the 2023 GRAT holds 6,019 shares, and the 2022-B GRAT holds 49,040 shares. The 2022-A GRAT shows 0 shares remaining after its transfer of 43,392 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LEATHERS DEREK J

(Last)

(First)

(Middle)

P.O. BOX 45308

(Street)

OMAHA

NEBRASKA

68145

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO & Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2025

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/14/2025		J		43,392⁽¹⁾	D	$0	0	I	GRAT 2022-A
Common Stock	07/14/2025		J		32,700⁽²⁾	D	$0	49,040	I	GRAT 2022-B
Common Stock	07/14/2025		J		23,275⁽³⁾	D	$0	6,019	I	GRAT 2023
Common Stock	07/14/2025		J		31,195⁽⁴⁾	D	$0	54,379	I	GRAT 2024
Common Stock	07/14/2025		J		130,562⁽⁵⁾	A	$0	387,882.12	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents a transfer of 43,392 shares from the Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

2. Represents a transfer of 32,700 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

3. Represents a transfer of 23,275 shares from the Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

4. Represents a transfer of 31,195 shares from the Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

5. Represents a transfer of an aggregate of 130,562 shares to Derek J. Leathers direct beneficial ownership, from the 2022-A Grantor Retained Annuity Trust, 2022-B Grantor Retained Annuity Trust, 2023 Grantor Retained Annuity Trust, and 2024 Grantor Retained Annuity Trust. The Reporting Person serves as trustee and sole beneficiary of these trusts.

Remarks:

	/s/ Christina Calley by POA for Derek J. Leathers	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR