Werner (NASDAQ: WERN) CEO withholds 5,980 shares for tax on vesting

Rhea-AI Filing Summary

Werner Enterprises CEO & Chairman Derek J. Leathers reported a tax-related stock disposition. On February 23, 2026, 5,980 shares of common stock were withheld at $32.80 per share to satisfy tax obligations tied to the vesting of 12,917 restricted shares granted on February 23, 2023.

After this withholding, Leathers directly owned about 300,656.12 shares of Werner Enterprises common stock. He also had indirect ownership through several Grantor Retained Annuity Trusts, which together held additional blocks of common stock for his benefit.

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

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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 NE 68145

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		F		5,980(1)	D	$32.8	300,656.12	D
Common Stock(2)								81,740	I	GRAT 2022-B
Common Stock(3)								29,294	I	GRAT 2023
Common Stock(4)								85,574	I	GRAT 2024
Common Stock(5)								43,392	I	GRAT 2022-A

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 12,917 shares of restricted stock granted to the Reporting Person on February 23, 2023.

2. Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.

3. Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.

4. Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.

5. Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.

Remarks:

	/s/ Kaye Shields by POA for Derek J. Leathers	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WERN CEO Derek J. Leathers report on this Form 4?

Derek J. Leathers reported a tax-withholding disposition of 5,980 Werner Enterprises shares. The shares, valued at $32.80 each, were withheld to cover taxes arising from the vesting of 12,917 restricted shares granted to him on February 23, 2023.

Was the WERN Form 4 transaction an open-market sale by the CEO?

No, it was not an open-market sale. The Form 4 shows a code F tax-withholding disposition, where 5,980 shares were retained by the company at $32.80 per share solely to satisfy the CEO’s withholding tax obligations on vested restricted stock.

How many Werner Enterprises shares does Derek J. Leathers hold directly after this filing?

Following the tax-withholding transaction, Derek J. Leathers directly held approximately 300,656.12 Werner Enterprises common shares. This direct ownership figure is reported as the total shares beneficially owned in his own name after the February 23, 2026 disposition event.

What triggered the tax-withholding share disposition for WERN’s CEO?

The disposition was triggered by the vesting of 12,917 restricted shares granted on February 23, 2023. When these restricted shares vested on February 23, 2026, 5,980 shares were withheld at $32.80 per share to satisfy associated tax withholding obligations.

Does Derek J. Leathers also hold WERN shares indirectly through trusts?

Yes. The Form 4 shows indirect holdings in several Grantor Retained Annuity Trusts dated in 2022, 2023, and 2024. As trustee and sole beneficiary, Leathers beneficially owns additional blocks of Werner Enterprises common stock through these GRAT structures.

What does transaction code F mean in the WERN CEO’s Form 4?

Transaction code F indicates shares used to pay exercise price or tax liabilities. In this case, 5,980 Werner Enterprises shares were withheld at $32.80 each to cover Derek J. Leathers’ tax withholding obligations when previously granted restricted stock vested.