Werner EVP has shares withheld for tax on grant

WERNER ENTERPRISES INC Executive Vice President & CIO Daragh P. Mahon reported a tax-related share disposition.

Rhea-AI Filing Summary

WERNER ENTERPRISES INC Executive Vice President & CIO Daragh P. Mahon reported a tax-related share disposition. On this Form 4, 581 shares of common stock were withheld at $32.80 per share to satisfy tax withholding obligations tied to the vesting of 1,256 shares of restricted stock originally granted on February 23, 2023. After this tax-withholding transaction, Mahon directly held 41,055.537 shares of Werner Enterprises common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 581 shares

Exercise Price or Tax Liability 1 txn

Insider Mahon Daragh P

Role Executive Vice President & CIO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	581	$32.80	$19K

Holdings After Transaction: Common Stock — 41,055.537 shares (Direct)

Footnotes (1)

1. F1. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

FAQ

What insider transaction did WERN Executive Vice President Daragh Mahon report on this Form 4?

Daragh Mahon reported a tax-withholding disposition of 581 shares of Werner Enterprises common stock. The shares were withheld to cover taxes triggered by the vesting of 1,256 restricted shares granted on February 23, 2023, rather than an open-market sale.

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

No, the Form 4 does not show an open-market sale. It records 581 shares withheld to satisfy tax obligations from the vesting of restricted stock. This type of transaction is classified as a tax-withholding disposition, not a discretionary buy or sell in the market.

How many Werner Enterprises shares were involved in the tax withholding for WERN’s Daragh Mahon?

A total of 581 shares of Werner Enterprises common stock were withheld for taxes. These shares related to the vesting of 1,256 restricted shares granted to Executive Vice President & CIO Daragh Mahon on February 23, 2023, according to the Form 4 footnote disclosure.

What restricted stock vesting triggered the tax-withholding transaction for WERN’s insider?

The tax-withholding disposition was triggered by the vesting of 1,256 shares of restricted stock. These restricted shares were originally granted to Executive Vice President & CIO Daragh Mahon on February 23, 2023, and their vesting created a tax obligation settled via share withholding.

How many Werner Enterprises shares does Daragh Mahon hold after this Form 4 transaction for WERN?

After the tax-withholding disposition, Daragh Mahon directly owned 41,055.537 shares of Werner Enterprises common stock. This post-transaction holding reflects the reduction of 581 shares that were withheld specifically to cover tax obligations from the restricted stock vesting.

What does transaction code F mean in the WERN Form 4 for Werner Enterprises?

Transaction code F indicates payment of tax liability or exercise price by delivering securities. In this case, 581 Werner Enterprises shares were withheld from Executive Vice President & CIO Daragh Mahon to satisfy tax withholding obligations tied to the vesting of restricted stock granted in 2023.

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Accepted by SEC EDGAR 02/25/2026 - 04:05 PM Learn about SEC filing dates

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^*

Mahon Daragh P

(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)
	Executive Vice President & CIO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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	02/23/2026		F		581(1)	D	$32.8	41,055.537	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 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Remarks:

	/s/ Kaye Shields by POA for Daragh P. Mahon	02/25/2026
	** 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.