Werner Enterprises (WERN) director gets 3,025 restricted shares grant

Rhea-AI Filing Summary

WELLMAN ALEXI reported acquisition or exercise transactions in this Form 4 filing.

Werner Enterprises director Alexi Wellman reported a grant of 3,025 shares of restricted common stock. The award was granted on May 12, 2026 under a stockholder-approved equity plan at no cash cost and increases her direct holdings to 15,963 shares.

The restricted shares vest over three years, subject to continued Board service: 34% on May 12, 2027, then two annual increments of 33% each beginning May 12, 2028, with full vesting on May 12, 2029.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider WELLMAN ALEXI

Role null

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

Holdings After Transaction: Common Stock — 15,963 shares (Direct, null)

Footnotes (1)

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Key Figures

Restricted stock grant: 3,025 shares Grant price per share: $0.0000 per share Shares owned after grant: 15,963 shares +3 more

6 metrics

Restricted stock grant 3,025 shares Common Stock awarded May 12, 2026

Grant price per share $0.0000 per share Reported transaction price for the restricted stock award

Shares owned after grant 15,963 shares Total direct common stock holdings following the transaction

First vesting tranche 34% of 3,025 shares Scheduled to vest on May 12, 2027

Second vesting tranche 33% of 3,025 shares Scheduled to vest on May 12, 2028

Final vesting tranche 33% of 3,025 shares Scheduled to vest on May 12, 2029; fully vested then

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 →

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^*

WELLMAN ALEXI

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/12/2026		A		3,025(1)	A	$0	15,963	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 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 Alexi A. Wellman	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)

FAQ

What insider transaction did Alexi Wellman report for WERN on May 12, 2026?

Alexi Wellman reported receiving 3,025 shares of restricted common stock as a grant. The award was made under a stockholder-approved equity plan and increased her direct holdings to 15,963 shares in Werner Enterprises.

How many Werner Enterprises (WERN) shares does Alexi Wellman hold after this Form 4?

After the restricted stock grant, Alexi Wellman directly holds 15,963 shares of Werner Enterprises common stock. This reflects the addition of 3,025 restricted shares awarded on May 12, 2026 under a stockholder-approved equity plan.

What is the vesting schedule for Alexi Wellman’s 3,025 restricted WERN shares?

The 3,025 restricted shares vest over three years, subject to continued Board service. The award vests 34% on May 12, 2027 and then 33% on May 12, 2028 and May 12, 2029, becoming fully vested on May 12, 2029.

Did Alexi Wellman pay a price per share for the 3,025 Werner restricted shares?

The Form 4 reports the 3,025 restricted shares at a price of $0.0000 per share. This indicates the grant was a stock-based award under a stockholder-approved equity plan rather than an open-market purchase for cash.

Is Alexi Wellman’s Form 4 for WERN a purchase or a compensation grant?

The filing describes the transaction as a grant or award acquisition of 3,025 restricted shares. It is compensation-related restricted stock under a stockholder-approved equity plan, not an open-market share purchase or sale transaction.