Werner Enterprises (WERN) EVP logs tax-withholding move on vested stock

Rhea-AI Filing Summary

Werner Enterprises executive Craig T. Callahan reported an automatic share disposition to cover taxes on vested stock awards. On February 9, 2026, 696 shares of common stock were withheld at $35.57 per share to satisfy tax withholding obligations tied to the vesting of 1,505 restricted shares granted on February 9, 2024. After this tax-withholding disposition, Callahan directly beneficially owned 64,383.822 shares of Werner Enterprises common stock.

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^*

CALLAHAN CRAIG T

(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)
	Exec VP-Chief Commercial Offcr

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		696(1)	D	$35.57	64,383.822	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 1,505 shares of restricted stock granted to the reporting person on February 9, 2024.

Remarks:

	/s/ Kaye Shields by POA for Craig T. Callahan	02/11/2026
	** 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 executive Craig T. Callahan report on this Form 4?

Craig T. Callahan reported a tax-withholding disposition of 696 shares of Werner Enterprises common stock. The shares were withheld at $35.57 each to satisfy tax obligations arising from the vesting of 1,505 restricted stock shares granted on February 9, 2024.

Was the WERN Form 4 transaction an open-market sale by Craig T. Callahan?

The reported transaction was not an open-market sale. It was a tax-withholding disposition coded “F,” where 696 shares were used to cover tax liabilities triggered by the vesting of previously granted restricted stock, rather than a discretionary sale into the market.

How many WERN shares does Craig T. Callahan own after this Form 4 transaction?

After the reported tax-withholding disposition, Craig T. Callahan directly beneficially owned 64,383.822 shares of Werner Enterprises common stock. This figure reflects his holdings following the withholding of 696 shares to satisfy tax obligations on restricted stock vesting.

What price per share was used for the WERN tax-withholding disposition?

The tax-withholding disposition used a price of $35.57 per share for the 696 Werner Enterprises shares. This price was applied to cover tax liabilities associated with the vesting of 1,505 previously granted restricted stock shares to the reporting executive.

What triggered the tax-withholding disposition reported by WERN insider Craig T. Callahan?

The disposition was triggered by the vesting of 1,505 restricted stock shares granted on February 9, 2024. When these restricted shares vested on February 9, 2026, 696 shares were withheld to satisfy the resulting tax withholding obligations for the reporting person.

What role does Craig T. Callahan hold at Werner Enterprises (WERN)?

Craig T. Callahan serves as Executive Vice President and Chief Commercial Officer at Werner Enterprises. His status as an officer requires reporting changes in his beneficial ownership of company stock, including tax-withholding dispositions related to equity award vesting events.