Werner (WERN) COO Downing reports stock sales and tax withholding

Rhea-AI Filing Summary

Werner Enterprises executive Eric J. Downing reported multiple transactions in company common stock. On February 19, 2026, he made an open-market sale of 1,428 shares at a price of $35.0000 per share. On February 20, 2026, he completed another open-market sale of 1,418 shares at $34.7758 per share. A separate transaction on February 23, 2026 disposed of 581 shares at $32.8000 per share to cover tax withholding obligations tied to the vesting of 1,256 restricted shares granted on February 23, 2023. After these transactions, he directly owned 55,365.2440 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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

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)
02/19/2026

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	02/19/2026		S		1,428	D	$35	57,364.244	D
Common Stock	02/20/2026		S		1,418	D	$34.7758	55,946.244	D
Common Stock	02/23/2026		F		581(1)	D	$32.8	55,365.244	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. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the reporting person on February 23, 2023.

Remarks:

	/s/ Kaye Shields by POA for Eric J. Downing	02/23/2026
	** 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 two open-market sales and one tax-related share disposition. He sold 1,428 and 1,418 shares on February 19 and 20, 2026, and disposed of 581 shares on February 23, 2026 to cover tax withholding.

At what prices did Eric J. Downing sell WERN common stock?

Downing sold Werner Enterprises common stock at $35.0000 per share on February 19, 2026, and $34.7758 per share on February 20, 2026. These were open-market sales reported as part of his Form 4 insider filing.

Why were 581 WERN shares disposed of by Eric J. Downing?

The 581 shares were used to satisfy tax withholding obligations when 1,256 restricted shares vested. These restricted shares were originally granted to Downing on February 23, 2023, and the withholding occurred on February 23, 2026 as part of that vesting.

How many WERN shares does Eric J. Downing hold after these transactions?

Following the reported transactions, Eric J. Downing directly holds 55,365.2440 shares of Werner Enterprises common stock. This figure reflects his ownership after both the open-market sales and the tax-withholding disposition reported in the Form 4.

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

Eric J. Downing serves as Executive Vice President and Chief Operating Officer at Werner Enterprises. His Form 4 filing reports his personal transactions in company common stock, including open-market sales and shares withheld for tax obligations on vested restricted stock.