Werner Enterprises (WERN) EVP has 657 shares withheld for taxes on restricted stock vesting

Rhea-AI Filing Summary

Werner Enterprises Exec VP & Chief Admin Officer Jim S. Schelble reported a tax-withholding disposition of company stock. On February 9, 2026, 657 shares of common stock were disposed of at $35.57 per share to satisfy tax obligations related to restricted stock vesting.

These shares were withheld in connection with the vesting of 1,424 shares of restricted stock originally granted on February 9, 2024. After this transaction, Schelble directly beneficially owned 72,014.395 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^*

SCHELBLE JIM S

(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 & Chief Admin Officer

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		657(1)	D	$35.57	72,014.395	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 1,424 shares of restricted stock granted to the reporting person on February 9, 2024.

Remarks:

	/s/ Kaye Shields by POA for Jim S. Schelble	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).
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FAQ

What insider transaction did WERN executive Jim S. Schelble report?

Jim S. Schelble reported a tax-withholding disposition of 657 Werner Enterprises shares. The shares were disposed of at $35.57 each to cover tax obligations arising from the vesting of previously granted restricted stock, and were not an open-market sale.

Was the WERN Form 4 transaction a regular stock sale by the executive?

No, the Form 4 shows a tax-withholding disposition, not a regular sale. 657 shares of Werner Enterprises common stock were withheld at $35.57 per share to satisfy taxes linked to restricted stock vesting, while the executive retained a large remaining position.

How many Werner Enterprises shares does Jim S. Schelble own after this Form 4?

After the reported transaction, Jim S. Schelble beneficially owns 72,014.395 Werner Enterprises common shares directly. This figure reflects his holdings following the 657-share tax-withholding disposition tied to the vesting of restricted stock granted in February 2024.

What triggered the tax-withholding disposition reported in WERN’s Form 4?

The tax-withholding disposition was triggered by the vesting of 1,424 restricted shares. Those restricted stock units were granted to Jim S. Schelble on February 9, 2024, and a portion, 657 shares, was withheld to cover the associated tax obligations upon vesting.

What transaction code is used in the WERN Form 4 and what does it mean?

The transaction uses code “F,” which denotes payment of tax liability by delivering securities. In this case, 657 Werner Enterprises shares were disposed of at $35.57 per share to satisfy withholding taxes from the vesting of restricted stock granted in 2024.

Is Jim S. Schelble considered a major insider at Werner Enterprises (WERN)?

Yes, Jim S. Schelble is a senior insider as Exec VP & Chief Admin Officer. The Form 4 identifies him as an officer of Werner Enterprises, meaning his trades and tax-withholding dispositions must be reported under Section 16 of the Securities Exchange Act.