Werner (NASDAQ: WERN) exec logs stock grant and tax-share disposition

Rhea-AI Filing Summary

Werner Enterprises Executive Vice President & CIO Daragh P. Mahon reported equity compensation activity. He acquired 7,133 shares of common stock on February 12, 2026 as a restricted stock award at $0 per share under a stockholder-approved plan, vesting through February 12, 2029. On February 13, 2026, 1,061 shares were disposed of at $33.21 per share to satisfy tax withholding on previously granted restricted stock. Following these transactions, he directly owned 41,636.537 shares of Werner Enterprises common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Mahon Daragh P

Role Executive Vice President & CIO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,061	$33.21	$35K
Grant/Award	Common Stock	7,133	$0.00	--

Holdings After Transaction: Common Stock — 41,636.537 shares (Direct)

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. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,293 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^*

Mahon Daragh P

(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)
	Executive Vice President & CIO

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		7,133(1)	A	$0	42,697.537	D
Common Stock	02/13/2026		F		1,061(2)	D	$33.21	41,636.537	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. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,293 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Remarks:

	/s/ Kaye Shields by POA for Daragh P. Mahon	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.

FAQ

What insider transactions did WERN executive Daragh Mahon report?

Daragh P. Mahon reported two transactions in Werner Enterprises common stock. He received 7,133 restricted shares on February 12, 2026, then had 1,061 shares withheld on February 13, 2026 to cover taxes related to vesting of an earlier restricted stock grant.

How will the new restricted stock grant for WERN’s executive vest?

The 7,133-share restricted stock award granted February 12, 2026 vests over three years. 34% vests on February 12, 2027, and two additional 33% tranches vest annually starting February 12, 2028, becoming fully vested on February 12, 2029.

Was the 1,061-share disposition by WERN’s executive an open-market sale?

No, the 1,061 shares were a tax-withholding disposition. They were used to satisfy tax obligations tied to the vesting of 2,293 restricted shares granted on February 13, 2025, rather than a discretionary open-market sale by the executive.

How many WERN shares does Daragh Mahon own after these transactions?

After the reported activity, Daragh P. Mahon directly owned 41,636.537 shares of Werner Enterprises common stock. This figure reflects both the 7,133-share restricted stock grant and the 1,061-share tax-withholding disposition reported in the filing.

At what price were WERN shares used for the tax-withholding disposition?

The 1,061 shares used to cover tax withholding obligations were valued at $33.21 per share. This transaction was coded as a tax-withholding disposition, not a standard purchase or sale in the open market by the executive.