Werner Enterprises (WERN) COO awarded 7,925 restricted shares, 1,179 withheld

Rhea-AI Filing Summary

Werner Enterprises executive Eric J. Downing reported two stock transactions involving company common shares. On February 12, 2026, he acquired 7,925 shares of restricted stock at $0 under a stockholder-approved equity plan, increasing his direct holdings to 59,971.244 shares.

The restricted stock vests over three years, with 34% vesting on February 12, 2027 and two annual increments of 33% each beginning February 12, 2028, becoming fully vested on February 12, 2029. On February 13, 2026, 1,179 shares were disposed of at $33.21 to satisfy tax withholding obligations from vesting of a prior grant, leaving him with 58,792.244 directly owned shares.

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^*

DOWNING ERIC J

(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 and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		7,925(1)	A	$0	59,971.244	D
Common Stock	02/13/2026		F		1,179(2)	D	$33.21	58,792.244	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 February 12, 2026 under stockholder approved equity plan. This award shall vest, subject to continued employment, 34% on February 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning February 12, 2028. The award will become fully vested on February 12, 2029.

2. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Remarks:

	/s/ Kaye Shields by POA for Eric J. Downing	02/17/2026
	** 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 transactions did WERN executive Eric J. Downing report?

Eric J. Downing reported acquiring 7,925 shares of Werner Enterprises restricted stock on February 12, 2026, and a 1,179-share tax-withholding disposition on February 13, 2026. Both transactions involved common stock held directly in his name.

How many Werner Enterprises (WERN) shares does Eric J. Downing now own?

After the reported transactions, Eric J. Downing directly owns 58,792.244 shares of Werner Enterprises common stock. This amount reflects the 7,925-share restricted stock grant and the 1,179 shares withheld to cover tax obligations from a prior restricted stock vesting.

What are the vesting terms of Eric J. Downing’s new WERN restricted stock award?

The 7,925-share restricted stock award granted February 12, 2026 vests 34% on February 12, 2027, then 33% on February 12, 2028 and 33% on February 12, 2029, subject to his continued employment with Werner Enterprises.

Why were 1,179 WERN shares disposed of in Eric J. Downing’s Form 4?

The 1,179 shares reported as disposed of on February 13, 2026 were withheld to satisfy tax withholding obligations. They relate to the vesting of 2,548 restricted shares granted to Eric J. Downing on February 13, 2025, at a price of $33.21 per share.

What role does Eric J. Downing hold at Werner Enterprises (WERN)?

Eric J. Downing serves as Executive Vice President and Chief Operating Officer of Werner Enterprises. His Form 4 insider filing reflects equity compensation and related tax withholding transactions tied to his officer role at the transportation company.

Is Eric J. Downing’s February 2026 WERN stock activity open-market buying or selling?

The February 12, 2026 transaction is a grant of 7,925 restricted shares at $0 under an equity plan, not an open-market purchase. The February 13, 2026 transaction is a tax-withholding disposition, not an open-market sale by Eric J. Downing.