Werner Enterprises CEO shifts 59,869 shares to direct holding

Werner Enterprises CEO & Chairman Derek J. Leathers reorganized his ownership structure by transferring 59,869 shares of common stock from three Grantor Retained Annuity Trusts into his direct beneficial ownership.

Rhea-AI Filing Summary

Werner Enterprises CEO & Chairman Derek J. Leathers reorganized his ownership structure by transferring 59,869 shares of common stock from three Grantor Retained Annuity Trusts into his direct beneficial ownership. After these internal transfers, he directly holds 491,087.12 shares and continues to hold shares through certain trusts. The transactions were coded as J and carried a per-share price of $0.00, indicating no open-market purchases or sales.

Insider Trade Summary

Other: 119,738 shares

Other 4 txns

Insider LEATHERS DEREK J

Role CEO & Chairman

Type	Security	Shares	Price	Value
Other	Common Stock F1	27,600	$0.00	$0.00
Other	Common Stock F2	6,019	$0.00	$0.00
Other	Common Stock F3	26,250	$0.00	$0.00
Other	Common Stock F4	59,869	$0.00	$0.00

Holdings After Transaction: Common Stock — 21,440 shares (Indirect, GRAT 2022-B); Common Stock — 0 shares (Indirect, GRAT 2023); Common Stock — 28,129 shares (Indirect, GRAT 2024); Common Stock — 491,087.12 shares (Direct)

Footnotes (4)

1. F1. Represents a transfer of 27,600 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
2. F2. Represents a transfer of 6,019 shares from the Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
3. F3. Represents a transfer of 26,250 shares from the Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
4. F4. Represents a transfer of an aggregate of 59,869 shares to Derek J. Leathers direct beneficial ownership, from the 2022-B Grantor Retained Annuity Trust, 2023 Grantor Retained Annuity Trust, and 2024 Grantor Retained Annuity Trust. The Reporting Person serves as trustee and sole beneficiary of these trusts.

Key Figures

Shares transferred to direct ownership: 59869.0000 shares Direct holdings after transfers: 491087.1200 shares Transfer from 2022-B GRAT: 27600.0000 shares +5 more

8 metrics

Shares transferred to direct ownership 59869.0000 shares Aggregate transfer from 2022-B, 2023 and 2024 Grantor Retained Annuity Trusts

Direct holdings after transfers 491087.1200 shares Direct beneficial ownership of Derek J. Leathers following J-code transactions

Transfer from 2022-B GRAT 27600.0000 shares Shares moved from Derek J. Leathers 2022-B Grantor Retained Annuity Trust to direct ownership

Transfer from 2023 GRAT 6019.0000 shares Shares moved from Derek J. Leathers 2023 Grantor Retained Annuity Trust to direct ownership

Transfer from 2024 GRAT 26250.0000 shares Shares moved from Derek J. Leathers 2024 Grantor Retained Annuity Trust to direct ownership

Remaining in 2024 GRAT 28129.0000 shares Indirect holdings in GRAT 2024 after the reported transfer

Remaining in 2022-B GRAT 21440.0000 shares Indirect holdings in GRAT 2022-B after the reported transfer

Restructuring shares total 119738.0000 shares Total shares involved in J-code restructuring transactions per transaction summary

Key Terms

Grantor Retained Annuity Trust, direct beneficial ownership, indirect ownership

3 terms

Grantor Retained Annuity Trust financial

"Represents a transfer of 27,600 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust"

A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.

direct beneficial ownership financial

"transfer of an aggregate of 59,869 shares to Derek J. Leathers direct beneficial ownership"

indirect ownership financial

"total_shares_following_transaction: 28129.0000, ownership_type: indirect, nature_of_ownership: GRAT 2024"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Werner Enterprises (WERN) CEO Derek J. Leathers report in this Form 4?

He reported internal transfers of 59,869 shares of Werner Enterprises common stock from three Grantor Retained Annuity Trusts into his direct beneficial ownership. The moves were coded as J at $0.00 per share, reflecting a restructuring, not market buying or selling.

How many Werner Enterprises (WERN) shares does Derek J. Leathers now hold directly?

Following the reported transfers, Derek J. Leathers directly holds 491,087.12 shares of Werner Enterprises common stock. This figure reflects his direct beneficial ownership after moving shares from several Grantor Retained Annuity Trusts into his personal direct holding.

What is the total number of Werner Enterprises (WERN) shares moved from the GRATs?

An aggregate of 59,869 shares was transferred from three Grantor Retained Annuity Trusts to Derek J. Leathers’ direct beneficial ownership. The transfers came from the 2022-B, 2023, and 2024 GRATs and are characterized as internal restructuring transactions.

Were there any open-market purchases or sales of Werner Enterprises (WERN) stock in this filing?

No. All reported transactions were coded as J with a $0.00 per-share value, indicating internal transfers rather than open-market trades. The changes reflect reallocation between Derek J. Leathers’ direct holdings and trusts he serves as trustee and sole beneficiary.

How did the Werner Enterprises (WERN) GRAT holdings change for Derek J. Leathers?

The 2022-B GRAT transferred 27,600 shares, the 2023 GRAT transferred 6,019 shares, and the 2024 GRAT transferred 26,250 shares to his direct ownership. After these moves, certain GRATs still retain Werner Enterprises shares under his indirect beneficial ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/14/2026 - 04:10 PM EDT Learn about SEC filing dates

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^*

LEATHERS DEREK J

(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
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/13/2026

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	07/13/2026		J		27,600(1)	D	$0	21,440	I	GRAT 2022-B
Common Stock	07/13/2026		J		6,019(2)	D	$0	0	I	GRAT 2023
Common Stock	07/13/2026		J		26,250(3)	D	$0	28,129	I	GRAT 2024
Common Stock	07/13/2026		J		59,869(4)	A	$0	491,087.12	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 a transfer of 27,600 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

2. Represents a transfer of 6,019 shares from the Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

3. Represents a transfer of 26,250 shares from the Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.

4. Represents a transfer of an aggregate of 59,869 shares to Derek J. Leathers direct beneficial ownership, from the 2022-B Grantor Retained Annuity Trust, 2023 Grantor Retained Annuity Trust, and 2024 Grantor Retained Annuity Trust. The Reporting Person serves as trustee and sole beneficiary of these trusts.

Remarks:

	/s/ Christina Calley by POA for Derek J. Leathers	07/14/2026
	** 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)