Werner (WERN) EVP uses 809 shares to cover tax withholding on vested stock

Rhea-AI Filing Summary

Werner Enterprises executive James Lynn Johnson reported a tax-withholding disposition of 809 shares of common stock on February 9, 2026 at $35.57 per share. The shares were withheld to cover taxes due on the vesting of 1,749 restricted stock shares granted on February 9, 2024. After this transaction, Johnson directly beneficially owned 99,835.437 shares of Werner Enterprises common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JOHNSON JAMES LYNN

Role Exec VP - Chief Acctg Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	809	$35.57	$29K

Holdings After Transaction: Common Stock — 99,835.437 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^*

JOHNSON JAMES LYNN

(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 Acctg Officer

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		809(1)	D	$35.57	99,835.437	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 1,749 shares of restricted stock granted to the reporting person on February 9, 2024.

Remarks:

	/s/ Kaye Shields by POA for James L. Johnson	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 Werner Enterprises (WERN) report for James Lynn Johnson?

Werner Enterprises reported that executive James Lynn Johnson had 809 common shares withheld to satisfy tax obligations. These shares were valued at $35.57 each and were used to cover taxes on the vesting of 1,749 restricted stock shares granted in February 2024.

Was the Werner Enterprises Form 4 transaction a sale of WERN shares on the open market?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The 809 shares of common stock were withheld by Werner Enterprises to pay taxes due upon vesting of previously granted restricted stock rather than being sold for investment purposes.

How many Werner Enterprises shares does James Lynn Johnson own after this Form 4 transaction?

Following the reported tax-withholding disposition, James Lynn Johnson directly beneficially owned 99,835.437 shares of Werner Enterprises common stock. This figure reflects his holdings after 809 shares were withheld to satisfy tax obligations related to restricted stock vesting.

What triggered the tax-withholding share disposition for Werner Enterprises executive Johnson?

The disposition was triggered by the vesting of 1,749 restricted stock shares that had been granted to James Lynn Johnson on February 9, 2024. A portion of the vested shares, totaling 809, was withheld to cover associated tax withholding obligations.

What does transaction code "F" mean in the Werner Enterprises (WERN) Form 4 filing?

Transaction code “F” in this Form 4 indicates a payment of tax liability by delivering or withholding securities. For Werner Enterprises, it means 809 common shares were withheld from James Lynn Johnson to satisfy tax obligations on vesting restricted stock, rather than an open-market trade.