Werner director granted 3,025 restricted shares

DUREN DIANE K reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

DUREN DIANE K reported acquisition or exercise transactions in this Form 4 filing.

WERNER ENTERPRISES INC director Diane K. Duren reported receiving a grant of 3,025 shares of common stock as a stock award. The shares were granted at no cash cost under a stockholder-approved equity plan and increase her direct holdings to 30,007 shares.

The award is structured as restricted stock that vests over time if she continues serving on the Board. According to the vesting schedule, 34% of the award will vest on May 12, 2027, followed by two annual vesting increments of 33% each beginning May 12, 2028, with full vesting on May 12, 2029.

Insider Trade Summary

Grant/Award: 3,025 shares

Grant/Award 1 txn

Insider DUREN DIANE K

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,025	$0.00	$0.00

Holdings After Transaction: Common Stock — 30,007 shares (Direct)

Footnotes (1)

1. F1. Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Key Figures

Restricted stock award: 3,025 shares Transaction price: $0.0000 per share Post-award holdings: 30,007 shares +2 more

5 metrics

Restricted stock award 3,025 shares Grant of common stock on May 12, 2026

Transaction price $0.0000 per share Award granted at no cash cost

Post-award holdings 30,007 shares Total direct common stock after grant

Initial vesting tranche 34% of award Vests on May 12, 2027

Final vesting date May 12, 2029 Award becomes fully vested

Key Terms

Restricted Stock, equity plan, vest, Board service

4 terms

Restricted Stock financial

"Restricted Stock awarded May 12, 2026 under stockholder approved equity plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

equity plan financial

"Restricted Stock awarded May 12, 2026 under stockholder approved equity plan."

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

vest financial

"This award shall vest subject to continued Board service, 34% on May 12, 2027..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Board service financial

"This award shall vest subject to continued Board service, 34% on May 12, 2027..."

FAQ

What did WERN director Diane K. Duren report in this Form 4?

Diane K. Duren reported receiving a grant of 3,025 shares of WERN common stock. The award is a restricted stock grant under a stockholder-approved equity plan and requires continued Board service to fully vest over several years.

Is the WERN Form 4 transaction a purchase or a stock award?

The Form 4 shows a stock award, not an open-market purchase. Duren received 3,025 shares of restricted common stock at no cash cost as part of director compensation, subject to a multi-year vesting schedule tied to Board service.

How does this stock award affect Diane K. Duren’s WERN holdings?

After the 3,025-share restricted stock award, Duren’s direct ownership increases to 30,007 WERN common shares. These newly awarded shares are subject to vesting conditions and do not all become fully owned immediately upon grant.

What is the vesting schedule for Diane K. Duren’s WERN restricted stock?

The 3,025 restricted shares vest over three years if Board service continues. According to the schedule, 34% vests on May 12, 2027, then 33% on May 12, 2028, and the remaining 33% on May 12, 2029, when the award becomes fully vested.

Was any price paid for the WERN restricted stock in this Form 4?

No cash price was paid for this award. The Form 4 reports a transaction price per share of $0.0000, reflecting that the 3,025 restricted shares were granted as compensation under a stockholder-approved equity plan rather than purchased in the market.

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Accepted by SEC EDGAR 05/14/2026 - 04:09 PM Learn about SEC filing dates

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^*

DUREN DIANE K

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

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)

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	05/12/2026		A		3,025(1)	A	$0	30,007	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Remarks:

	/s/ Ronda Vencil, by POA for Diane K. Duren	05/14/2026
	** 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)