Werner President Meisgeier reports 941-share tax withholding

Werner Enterprises President and CLO Nathan J. Meisgeier reported a tax-withholding disposition of 941 shares of common stock on February 9, 2026 at $35.57 per share.

Rhea-AI Filing Summary

Werner Enterprises President and CLO Nathan J. Meisgeier reported a tax-withholding disposition of 941 shares of common stock on February 9, 2026 at $35.57 per share. The shares were withheld to cover taxes on the vesting of 2,034 restricted shares, leaving him with 71,724.827 directly owned shares.

Insights

Equity compensation and insider-transactions analyst

Routine tax withholding on equity vesting; no open‑market sale.

This filing shows Nathan J. Meisgeier, President and CLO of Werner Enterprises, had 941 shares of common stock disposed of on February 9, 2026 at $35.57 per share. The transaction is coded F, indicating tax withholding rather than a discretionary sale.

The footnote explains these shares were used to satisfy tax obligations triggered by the vesting of 2,034 restricted shares originally granted on February 9, 2024. After this withholding, Meisgeier directly owns 71,724.827 shares of common stock. This kind of transaction is a common administrative consequence of equity awards and does not by itself signal a change in sentiment.

Insider Trade Summary

Exercise Price or Tax Liability: 941 shares

Exercise Price or Tax Liability 1 txn

Insider MEISGEIER NATHAN J

Role President and CLO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	941	$35.57	$33K

Holdings After Transaction: Common Stock — 71,724.827 shares (Direct)

Footnotes (1)

1. F1. 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.

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Accepted by SEC EDGAR 02/11/2026 - 04:04 PM EST 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
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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^*

MEISGEIER NATHAN 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)
	President and CLO

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	71,724.827	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 Nathan J. Meisgeier	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.
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.