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Werner Enterprises (WERN) CEO gets stock award, covers taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Werner Enterprises CEO and Chairman Derek J. Leathers reported equity compensation and a related tax share disposition. On February 12, 2026 he received 66,572 shares of restricted common stock at $0 under a stockholder-approved equity plan, lifting his directly held stake to 316,547.12 shares.

The restricted stock vests 34% on February 12, 2027 and 33% on each of February 12, 2028 and February 12, 2029, subject to continued employment. On February 13, 2026, 9,911 shares were disposed of at $33.21 per share to satisfy tax withholding tied to the vesting of 21,408 previously granted restricted shares, leaving 306,636.12 shares held directly. Leathers also beneficially owns additional indirect holdings through several Grantor Retained Annuity Trusts.

Positive

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Insider LEATHERS DEREK J
Role CEO & Chairman
Type Security Shares Price Value
Tax Withholding Common Stock 9,911 $33.21 $329K
Grant/Award Common Stock 66,572 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 306,636.12 shares (Direct); Common Stock — 81,740 shares (Indirect, GRAT 2022-B)
Footnotes (1)
  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. Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary. Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary. Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary. Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 21,408 shares of restricted stock granted to the Reporting Person on February 13, 2025.
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*
LEATHERS DEREK 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
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 66,572(1) A $0 316,547.12 D
Common Stock(2) 81,740 I GRAT 2022-B
Common Stock(3) 29,294 I GRAT 2023
Common Stock(4) 85,574 I GRAT 2024
Common Stock(5) 43,392 I GRAT 2022-A
Common Stock 02/13/2026 F 9,911(6) D $33.21 306,636.12 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. 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. Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
3. Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.
4. Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.
5. Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
6. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 21,408 shares of restricted stock granted to the Reporting Person on February 13, 2025.
Remarks:
/s/ Kaye Shields by POA for Derek J. Leathers 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did WERN CEO Derek Leathers report on this Form 4?

Derek Leathers reported two key items: a grant of 66,572 restricted common shares on February 12, 2026 at $0, and a disposition of 9,911 shares on February 13, 2026 at $33.21 per share to satisfy tax withholding obligations on a prior restricted stock vesting.

How will Derek Leathers’ new restricted Werner (WERN) shares vest?

The 66,572 restricted shares granted on February 12, 2026 vest over three years: 34% on February 12, 2027, then 33% on February 12, 2028 and 33% on February 12, 2029, all subject to Leathers’ continued employment with Werner Enterprises.

Did the WERN CEO sell shares in the open market in this Form 4?

The filing shows a disposition of 9,911 shares coded “F,” representing shares withheld at $33.21 per share to cover tax obligations from the vesting of 21,408 restricted shares granted February 13, 2025, rather than a discretionary open-market sale transaction.

How many Werner Enterprises (WERN) shares does Derek Leathers hold directly after these transactions?

After the February 12–13, 2026 transactions, Derek Leathers directly holds 306,636.12 shares of Werner Enterprises common stock. This figure reflects the new restricted stock award and the subsequent 9,911-share tax-withholding disposition reported in the Form 4 filing.

What indirect Werner (WERN) shareholdings are reported for Derek Leathers?

Leathers is trustee and sole beneficiary of several Grantor Retained Annuity Trusts. The Form 4 lists indirect holdings of 81,740, 29,294, 85,574, and 43,392 common shares in GRAT 2022-B, GRAT 2023, GRAT 2024, and GRAT 2022-A, respectively, in addition to his direct ownership.

What equity plan is associated with Derek Leathers’ new WERN restricted stock award?

The 66,572 restricted shares granted on February 12, 2026 were awarded under a stockholder-approved equity plan. The award is structured to vest in three scheduled tranches over 2027, 2028, and 2029, conditioned on Derek Leathers’ continued employment at Werner Enterprises.