Werner director granted 3,025 restricted shares

LIVINGSTONE MICHELLE DYE reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

LIVINGSTONE MICHELLE DYE reported acquisition or exercise transactions in this Form 4 filing.

Werner Enterprises director Michelle Dye Livingstone received a grant of 3,025 shares of restricted common stock on May 12, 2026 under a stockholder approved equity plan. The award carries no purchase price and is compensation-related. It vests 34% on May 12, 2027 and 33% on each of May 12, 2028 and May 12, 2029, subject to continued Board service, at which point it will be fully vested. After this grant, she directly holds 14,154 shares.

Insider Trade Summary

Grant/Award: 3,025 shares

Grant/Award 1 txn

Insider LIVINGSTONE MICHELLE DYE

Role Director

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

Holdings After Transaction: Common Stock — 14,154 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 grant: 3,025 shares Grant price: $0.00 per share Holdings after grant: 14,154 shares +2 more

5 metrics

Restricted stock grant 3,025 shares Awarded May 12, 2026 as restricted common stock

Grant price $0.00 per share Compensation-related restricted stock award

Holdings after grant 14,154 shares Direct ownership following the Form 4 transaction

First vesting tranche 34% Vests May 12, 2027, one year after grant date

Subsequent vesting tranches 33% + 33% Annual vesting on May 12, 2028 and May 12, 2029

Key Terms

Restricted Stock, stockholder approved 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.

stockholder approved equity plan financial

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

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

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

What insider transaction did WERN director Michelle Dye Livingstone report?

Michelle Dye Livingstone reported acquiring 3,025 shares of Werner Enterprises common stock as a restricted stock award. The grant is compensation, carries no purchase price, and increases her direct holdings to 14,154 shares after the transaction.

How will Michelle Dye Livingstone’s restricted WERN shares vest over time?

The restricted stock award vests over three years, subject to continued Board service. 34% vests on May 12, 2027, followed by two annual installments of 33% each on May 12, 2028 and May 12, 2029, when the award becomes fully vested.

Did Michelle Dye Livingstone pay for the newly acquired WERN shares?

She did not pay for the shares in an open-market purchase. The 3,025 shares were granted at a price of $0.00 per share as restricted stock under a stockholder approved equity compensation plan.

What is Michelle Dye Livingstone’s WERN share ownership after this Form 4?

Following the restricted stock grant, Michelle Dye Livingstone directly owns 14,154 shares of Werner Enterprises common stock. This figure reflects her holdings after the 3,025-share award reported in the Form 4 transaction.

Is the WERN Form 4 transaction an open-market buy or a compensation grant?

The Form 4 shows a compensation-related grant, not an open-market purchase. Transaction code “A” and a $0.00 price per share indicate a grant or award of restricted stock under a stockholder approved equity plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/14/2026 - 04:07 PM EDT 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^*

LIVINGSTONE MICHELLE DYE

(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	14,154	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 Michelle Dye Livingstone	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)