Werner director granted 2,058 restricted shares

Hoelting Paul A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Hoelting Paul A reported acquisition or exercise transactions in this Form 4 filing.

Werner Enterprises Inc. director Paul A. Hoelting reported a grant of 2,058 shares of Common Stock on August 7, 2026. The award is in the form of restricted stock granted at no cash cost under a stockholder-approved equity plan. The shares vest subject to continued Board service: 34% on August 7, 2027 and 33% on each of August 7, 2028 and August 7, 2029, when the award becomes fully vested. Following this grant, Hoelting directly holds 2,058 shares of Werner Enterprises common stock.

Insider Trade Summary

Grant/Award: 2,058 shares

Grant/Award 1 txn

Insider Hoelting Paul A

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	2,058	$0.00	$0.00

Holdings After Transaction: Common Stock — 2,058 shares (Direct)

Footnotes (1)

1. F1. Restricted Stock awarded August 7, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on August 7, 2027 (1 year after the grant date) and two annual increments of 33% each beginning August 7, 2028. The award will become fully vested on August 7, 2029.

Key Figures

Restricted shares granted: 2,058 shares Grant price per share: $0.00 per share Shares owned after transaction: 2,058 shares +2 more

5 metrics

Restricted shares granted 2,058 shares Restricted Stock award granted on August 7, 2026

Grant price per share $0.00 per share Reported transaction price for the restricted stock grant

Shares owned after transaction 2,058 shares Direct holdings of Paul A. Hoelting following the grant

Initial vesting tranche 34% Portion of award vesting on August 7, 2027

Subsequent vesting tranches 33% each Portions vesting on August 7, 2028 and August 7, 2029

Key Terms

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

4 terms

Restricted Stock financial

"Restricted Stock awarded August 7, 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 August 7, 2026 under stockholder approved equity plan."

vest financial

"This award shall vest subject to continued Board service, 34% on August 7, 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.

continued Board service financial

"This award shall vest subject to continued Board service, 34% on August 7, 2027"

FAQ

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

What transaction did Werner Enterprises (WERN) director Paul A. Hoelting report?

Paul A. Hoelting reported an acquisition of 2,058 shares of Werner Enterprises Common Stock as a restricted stock award granted on August 7, 2026 under a stockholder-approved equity compensation plan.

Was cash paid for the 2,058-share award reported by WERN director Hoelting?

No. The 2,058 restricted shares were granted at a reported price of $0.00 per share, reflecting a compensation award rather than a market purchase for cash consideration.

What is the vesting schedule for Paul A. Hoelting’s restricted stock in WERN?

The 2,058 restricted shares vest based on continued Board service: 34% on August 7, 2027, then 33% on August 7, 2028 and 33% on August 7, 2029, when they become fully vested.

How many Werner Enterprises (WERN) shares does Hoelting hold after this grant?

After the reported grant, Paul A. Hoelting directly holds 2,058 shares of Werner Enterprises Common Stock, all of which relate to this newly awarded restricted stock grant reported in the filing.

Is Hoelting’s 2,058-share award in WERN tied to continued Board service?

Yes. The restricted stock award vests only if Paul A. Hoelting continues Board service through the scheduled vesting dates from 2027 to 2029, as specified in the award terms.

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

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Available on EDGAR 08/10/2026 - 04:07 PM Accepted by SEC EDGAR 08/10/2026 - 04:06 PM 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^*

Hoelting Paul A

(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)
08/07/2026

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	08/07/2026		A		2,058(1)	A	$0	2,058	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 August 7, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on August 7, 2027 (1 year after the grant date) and two annual increments of 33% each beginning August 7, 2028. The award will become fully vested on August 7, 2029.

Remarks:

	/s/ Christina Calley by POA for Paul A Hoelting	08/10/2026
	** 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)