Form 4: Mahon Daragh P reports disposition transactions in WERN

Rhea-AI Filing Summary

Mahon Daragh P reported disposition transactions in a Form 4 filing for WERN. The filing lists transactions totaling 753 shares at a weighted average price of $35.57 per share. Following the reported transactions, holdings were 35,565 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mahon Daragh P

Role Executive Vice President & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	753	$35.57	$27K

Holdings After Transaction: Common Stock — 35,564.537 shares (Direct)

Footnotes (1)

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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^*

Mahon Daragh P

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		F		753(1)	D	$35.57	35,564.537	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. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,627 shares of restricted stock granted to the reporting person on February 9, 2024.

Remarks:

	/s/ Kaye Shields by POA for Daragh P. Mahon	02/11/2026
	** 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.

FAQ

What insider transaction did WERN executive Daragh Mahon report?

Daragh P. Mahon reported a tax-withholding disposition of 753 Werner Enterprises shares. These shares were withheld to satisfy taxes due on vesting of 1,627 restricted shares granted to him on February 9, 2024, rather than being sold on the open market.

How many Werner Enterprises (WERN) shares were withheld for taxes?

A total of 753 Werner Enterprises common shares were withheld for taxes. The shares covered withholding obligations arising from the vesting of 1,627 restricted shares previously granted, and the disposition was coded F, meaning it was for payment of tax liability using company stock.

What price per share was used in the WERN tax-withholding transaction?

The tax-withholding disposition used a price of $35.57 per Werner Enterprises share. This price applied to the 753 shares withheld to cover Mahon’s tax obligations triggered by restricted stock vesting, as reflected in the Form 4 non-derivative transaction table.

How many Werner Enterprises shares does Daragh Mahon own after the Form 4 event?

Following the tax-withholding disposition, Daragh P. Mahon beneficially owns 35,564.537 Werner Enterprises common shares directly. This figure reflects his remaining stake after 753 shares were withheld to cover tax obligations related to the vesting of previously granted restricted stock.

Was the WERN insider transaction an open-market sale or tax withholding?

The transaction was tax withholding rather than an open-market sale. It is coded F on the Form 4, indicating shares were delivered to satisfy tax liability from the vesting of 1,627 restricted shares, not sold by Mahon in a discretionary market trade.

What is Daragh Mahon’s role at Werner Enterprises (WERN)?

Daragh P. Mahon serves as Executive Vice President & Chief Information Officer at Werner Enterprises. His Form 4 filing reflects a routine tax-withholding share disposition linked to equity compensation vesting, while he continues to hold over thirty-five thousand shares of company stock directly.