Werner Enterprises (WERN) director receives 3,025-share restricted stock grant

Rhea-AI Filing Summary

Greene Michelle D. reported acquisition or exercise transactions in this Form 4 filing.

WERNER ENTERPRISES INC director Michelle D. Greene received a grant of 3,025 shares of restricted common stock on May 12, 2026 under a stockholder-approved equity plan. The award vests based on continued Board service through May 12, 2029, and brings her direct holdings to 10,854 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Greene Michelle D.

Role null

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

Holdings After Transaction: Common Stock — 10,854 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 3,025 shares Grant price: $0.00 per share Holdings after grant: 10,854 shares +3 more

6 metrics

Restricted stock grant 3,025 shares Awarded May 12, 2026 under equity plan

Grant price $0.00 per share Reported transaction price for restricted stock

Holdings after grant 10,854 shares Total direct common stock after transaction

First vesting tranche 34% on May 12, 2027 One year after grant date, Board service required

Subsequent vesting tranches 33% on May 12, 2028 and 33% on May 12, 2029 Two annual increments after initial vesting

Full vesting date May 12, 2029 Award becomes fully vested subject to Board service

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..."

Form 4 Insider Transactions: What Each Field Means →

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^*

Greene Michelle D.

(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	10,854	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 D. Greene	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)

FAQ

What insider transaction did WERN (Werner Enterprises) report for Michelle D. Greene?

Werner Enterprises reported that director Michelle D. Greene received 3,025 shares of restricted common stock as a grant on May 12, 2026. This was a compensation award, not an open-market purchase, and increased her direct holdings to 10,854 shares after the transaction.

Is the WERN Form 4 transaction a stock purchase or a compensation grant?

The Form 4 shows a compensation grant, not a market purchase. Code "A" indicates a grant or award, and the 3,025 restricted shares were issued at a reported price of $0.00 per share under a stockholder-approved equity compensation plan.

How do the restricted shares granted to Michelle D. Greene at WERN vest?

The restricted stock vests over three years, subject to continued Board service. Thirty-four percent vests on May 12, 2027, then two annual installments of 33% each begin May 12, 2028, with the award becoming fully vested on May 12, 2029.

How many Werner Enterprises (WERN) shares does Michelle D. Greene own after this Form 4?

After the reported grant, Michelle D. Greene directly owns 10,854 shares of Werner Enterprises common stock. This total includes the newly awarded 3,025 restricted shares, which will vest over time if she continues serving on the company’s Board of Directors.

Does the WERN Form 4 indicate any stock sales by Michelle D. Greene?

The Form 4 does not report any stock sales by Michelle D. Greene. It shows only one transaction coded "A" for an award of 3,025 restricted shares, with no dispositions, exercises, gifts, or tax-withholding transactions listed in the filing’s transaction summary.