Werner Enterprises (WERN) director receives 3,025-share restricted stock award

Rhea-AI Filing Summary

Packer Martha Gayle reported acquisition or exercise transactions in this Form 4 filing.

Werner Enterprises director Martha Gayle Packer received a grant of 3,025 shares of restricted common stock as compensation. The award was made under a stockholder approved equity plan and increases her direct holdings to 6,731 shares. The restricted stock vests over three years, subject to continued Board service, with 34% vesting on May 12, 2027 and 33% on each of May 12, 2028 and May 12, 2029, when it becomes fully vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Packer Martha Gayle

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,025	$0.00	--

Holdings After Transaction: Common Stock — 6,731 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 3,025 shares Holdings after grant: 6,731 shares Initial vesting tranche: 34% +3 more

6 metrics

Restricted stock grant 3,025 shares Common Stock award on May 12, 2026

Holdings after grant 6,731 shares Total direct common shares following transaction

Initial vesting tranche 34% Vests on May 12, 2027, subject to continued Board service

Subsequent vesting tranches 33% each Vest on May 12, 2028 and May 12, 2029

Full vesting date May 12, 2029 Award becomes fully vested

Grant price $0.00 per share Reported transaction price for restricted stock award

Key Terms

Restricted Stock, stockholder approved equity plan, continued Board service, vest

4 terms

Restricted Stock financial

"Restricted Stock awarded May 12, 2026 under stockholder approved equity plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

stockholder approved equity plan financial

"Restricted Stock awarded May 12, 2026 under stockholder approved equity plan."

continued Board service financial

"This award shall vest subject to continued Board service, 34% on May 12, 2027..."

vest financial

"This award shall vest subject to continued Board service, 34% on May 12, 2027..."

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

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^*

Packer Martha Gayle

(Last) (First) (Middle)

P.O. BOX 45308

(Street)

OMAHA NEBRASKA 68145

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/12/2026		A		3,025(1)	A	$0	6,731	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 May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Remarks:

	/s/ Ronda Vencil, by POA for Martha Gayle Packer	05/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Werner Enterprises (WERN) director Martha Gayle Packer report in this Form 4?

Martha Gayle Packer reported receiving 3,025 shares of restricted common stock as a grant under a stockholder approved equity plan. This non-cash award increased her direct holdings to 6,731 shares following the transaction.

Is the Martha Gayle Packer Form 4 for WERN a stock purchase or a grant?

The Form 4 reports a grant of restricted stock, not an open-market purchase. Packer acquired 3,025 shares at a stated price of $0.00 per share as a compensation award under Werner Enterprises’ stockholder approved equity plan.

How does the restricted stock grant affect Martha Gayle Packer’s WERN share ownership?

After receiving 3,025 restricted shares, Martha Gayle Packer directly holds 6,731 Werner Enterprises common shares. The filing shows this updated ownership as of the grant date, reflecting only her direct, non-derivative holdings reported in this transaction.

When do Martha Gayle Packer’s WERN restricted shares from this grant vest?

The restricted stock vests over three years, subject to continued Board service: 34% on May 12, 2027 and 33% on each of May 12, 2028 and May 12, 2029. The award becomes fully vested on May 12, 2029.

Is Martha Gayle Packer’s WERN Form 4 transaction a buy or sell signal for investors?

The transaction is a routine compensation award, not a market trade. It records a grant of 3,025 restricted shares at no cash cost, so it reflects standard director equity compensation rather than discretionary buying or selling activity in the open market.