Werner Enterprises (WERN) CFO withholds shares to cover tax bill

Rhea-AI Filing Summary

Werner Enterprises executive vice president, treasurer and CFO Christopher D. Wikoff reported a routine tax-withholding share disposition. On this Form 4, 1,948 shares of common stock were withheld at $36.42 per share to satisfy tax obligations tied to the vesting of 4,601 restricted shares granted in May 2023.

After this non-market transaction, Wikoff directly holds 39,783 shares of Werner Enterprises common stock. The event reflects compensation-related tax settlement rather than an open-market purchase or sale decision.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WIKOFF CHRISTOPHER D

Role Exec VP - Treasurer & CFO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	1,948	$36.42	$71K

Holdings After Transaction: Common Stock — 39,783 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 1,948 shares Tax withholding price: $36.42 per share Restricted stock vested: 4,601 shares +1 more

4 metrics

Shares withheld for taxes 1,948 shares Tax-withholding disposition at $36.42 per share on common stock

Tax withholding price $36.42 per share Price applied to 1,948 shares withheld for tax obligations

Restricted stock vested 4,601 shares Restricted stock granted May 9, 2023 that vested and triggered taxes

Shares held after transaction 39,783 shares Werner Enterprises common stock directly owned by CFO after withholding

Key Terms

tax withholding obligations, restricted stock, Form 4

3 terms

tax withholding obligations financial

"Represents shares required to satisfy tax withholding obligations in connection with the vesting"

restricted stock financial

"in connection with the vesting of 4,601 shares of restricted stock granted to the Reporting Person"

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.

Form 4 regulatory

"On this Form 4, 1,948 shares of common stock were withheld"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

WIKOFF CHRISTOPHER D

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Exec VP - Treasurer & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2026

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	05/09/2026		F		1,948(1)	D	$36.42	39,783	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 shares required to satisfy tax withholding obligations in connection with the vesting of 4,601 shares of restricted stock granted to the Reporting Person on May 9, 2023.

Remarks:

	/s/ Ronda Vencil by POA for Christopher D. Wikoff	05/12/2026
	** 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 insider transaction did WERN CFO Christopher Wikoff report on this Form 4?

Christopher D. Wikoff reported a tax-withholding disposition of 1,948 Werner Enterprises shares. The shares were withheld at $36.42 each to cover taxes from the vesting of 4,601 restricted stock units originally granted on May 9, 2023.

Was the WERN Form 4 transaction an open-market sale of Werner Enterprises stock?

The transaction was not an open-market sale of Werner Enterprises shares. It reflects 1,948 shares withheld by the company to satisfy tax obligations arising from the vesting of 4,601 restricted stock, a standard compensation-related mechanism rather than a discretionary sale.

How many Werner Enterprises shares did the CFO have after the tax withholding?

After the tax-withholding disposition, Christopher D. Wikoff directly held 39,783 shares of Werner Enterprises common stock. This remaining position, disclosed in the Form 4, shows his continuing ownership stake following the vesting-related tax settlement.

What price per share was used for the WERN tax-withholding disposition?

The tax-withholding disposition used a price of $36.42 per Werner Enterprises share. At this price, 1,948 shares were withheld to cover taxes associated with the vesting of 4,601 restricted stock shares granted to the executive in May 2023.

What triggered the tax withholding of Werner Enterprises (WERN) shares for the CFO?

The tax withholding was triggered by the vesting of 4,601 shares of restricted stock granted on May 9, 2023. When those shares vested, 1,948 Werner Enterprises shares were withheld at $36.42 each to satisfy the related tax obligations.