Werner (WERN) Exec VP Downing uses 941 shares to cover tax withholding

Rhea-AI Filing Summary

Werner Enterprises executive Eric J. Downing, Exec VP and COO, reported a tax-related share disposition. On February 9, 2026, 941 shares of common stock were disposed of at $35.57 per share to satisfy tax withholding obligations tied to the vesting of 2,034 restricted stock shares granted on February 9, 2024.

After this tax-withholding disposition, Downing directly beneficially owned 52,046.244 shares of Werner Enterprises common stock.

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

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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^*

DOWNING ERIC J

(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)
	Exec VP and COO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		F		941(1)	D	$35.57	52,046.244	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 2,034 shares of restricted stock granted to the reporting person on February 9, 2024.

Remarks:

	/s/ Kaye Shields by POA for Eric J. Downing	02/11/2026
	** 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.
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FAQ

What did Werner Enterprises (WERN) disclose about Eric J. Downing’s Form 4 transaction?

Werner Enterprises reported that Exec VP and COO Eric J. Downing had 941 common shares disposed of on February 9, 2026. The shares were used to cover tax withholding on vesting of 2,034 restricted stock shares granted on February 9, 2024.

Was Eric J. Downing’s Form 4 transaction a normal sale of Werner (WERN) shares?

The Form 4 shows a tax-withholding disposition, not an open-market sale. Code F indicates shares were withheld or delivered at $35.57 per share to satisfy tax obligations from vesting of previously granted restricted stock.

How many Werner Enterprises (WERN) shares were involved in Eric J. Downing’s tax withholding?

The filing shows 941 common shares were disposed of at $35.57 per share. These shares satisfied tax withholding obligations arising from the vesting of 2,034 restricted stock shares that had been granted to Downing on February 9, 2024.

How many Werner Enterprises (WERN) shares does Eric J. Downing own after the reported Form 4 transaction?

After the tax-withholding disposition, Eric J. Downing beneficially owned 52,046.244 Werner Enterprises common shares directly. This figure reflects his remaining direct holdings following the 941-share disposition for tax withholding purposes on February 9, 2026.

What does transaction code F mean in the Werner (WERN) Form 4 for Eric J. Downing?

Transaction code F indicates a tax-withholding disposition, where shares are delivered to pay an exercise price or tax liability. In this case, 941 shares were used to cover taxes due on vesting of 2,034 restricted stock shares previously granted to Downing.