Werner (NASDAQ: WERN) director receives 3,025 restricted stock award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

HOLMES JACK A reported acquisition or exercise transactions in this Form 4 filing.

WERNER ENTERPRISES INC director Jack A. Holmes received a grant of 3,025 shares of restricted common stock. The shares were awarded on May 12, 2026 at no cash price under a stockholder‑approved equity plan and increase his direct holdings to 16,228 shares.

The award will vest over time, subject to his continued Board service: 34% on May 12, 2027, then 33% on May 12, 2028, and the remaining 33% on May 12, 2029, when the grant becomes fully vested.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HOLMES JACK A

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,025	$0.00	--

Holdings After Transaction: Common Stock — 16,228 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 3,025 shares Holdings after grant: 16,228 shares Grant price: $0.0000 per share +3 more

6 metrics

Restricted stock grant 3,025 shares Restricted common stock awarded May 12, 2026

Holdings after grant 16,228 shares Total direct common stock holdings after transaction

Grant price $0.0000 per share Equity award, not open‑market purchase

First vesting tranche 34% of 3,025 shares Vests on May 12, 2027, subject to Board service

Second vesting tranche 33% of 3,025 shares Vests on May 12, 2028, subject to Board service

Final vesting tranche 33% of 3,025 shares Fully vested by May 12, 2029 with continued service

Key Terms

Restricted Stock, equity plan, vest, Board service

4 terms

Restricted Stock financial

"Restricted Stock awarded May 12, 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.

equity plan financial

"Restricted Stock awarded May 12, 2026 under stockholder approved equity plan."

An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.

vest financial

"This award shall vest subject to continued Board service, 34% on May 12, 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.

Board service financial

"This award shall vest subject to continued Board service, 34% on May 12, 2027..."

Form 4 Insider Transactions: What Each Field Means →

05/14/2026 - 04:08 PM

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^*

HOLMES JACK 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)
05/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/12/2026		A		3,025⁽¹⁾	A	$0	16,228	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Remarks:

	/s/ Ronda Vencil by POA for Jack A. Holmes	05/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did WERN director Jack A. Holmes report?

Director Jack A. Holmes reported receiving 3,025 shares of restricted common stock as an equity award. The grant was made on May 12, 2026 at no cash price and is subject to a multi‑year vesting schedule tied to continued Board service.

How many Werner Enterprises (WERN) shares does Jack A. Holmes hold after this grant?

After the restricted stock award, Jack A. Holmes directly holds 16,228 shares of Werner Enterprises common stock. This figure includes the newly granted 3,025 restricted shares, which will vest over time based on his ongoing service on the Board of Directors.

What is the vesting schedule for Jack A. Holmes’s 3,025 restricted WERN shares?

The 3,025 restricted shares vest over three years, subject to continued Board service: 34% on May 12, 2027, then two installments of 33% each on May 12, 2028 and May 12, 2029, when the award becomes fully vested according to the plan.

Was the WERN restricted stock grant to Jack A. Holmes an open‑market purchase?

No, the transaction was a grant of restricted stock, not an open‑market purchase. The Form 4 lists the code “A” for award acquisition, with a per‑share price of $0.0000, indicating compensation under a stockholder‑approved equity plan rather than a market trade.

What conditions apply to Jack A. Holmes’s restricted stock award at Werner (WERN)?

The restricted stock award is conditioned on continued Board service. Portions of the 3,025 shares vest in 2027, 2028, and 2029. If service requirements are not met, unvested shares may not be earned, consistent with typical equity compensation structures for directors.