Werner (WERN) CFO Wikoff granted 7,925 restricted shares, 1,179 withheld for taxes

Rhea-AI Filing Summary

Werner Enterprises executive Christopher D. Wikoff reported equity compensation-related stock movements. On February 12, 2026, he acquired 7,925 shares of common stock as a restricted stock award under a stockholder-approved equity plan, increasing his direct holdings to 42,910 shares.

The restricted stock vests 34% on February 12, 2027 and then 33% annually on February 12, 2028 and February 12, 2029, subject to continued employment. On February 13, 2026, 1,179 shares were disposed of to cover tax withholding tied to the vesting of an earlier 2,548-share restricted stock grant, leaving him with 41,731 directly owned shares.

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^*

WIKOFF CHRISTOPHER D

(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 - Treasurer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

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	02/12/2026		A		7,925(1)	A	$0	42,910	D
Common Stock	02/13/2026		F		1,179(2)	D	$33.21	41,731	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 February 12, 2026 under stockholder approved equity plan. This award shall vest, subject to continued employment, 34% on February 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning February 12, 2028. The award will become fully vested on February 12, 2029.

2. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Remarks:

	/s/ Kaye Shields by POA for Christopher D. Wikoff	02/17/2026
	** 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).
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FAQ

What insider transactions did WERN executive Christopher D. Wikoff report?

Christopher D. Wikoff reported a restricted stock award and a tax-related share disposition. He acquired 7,925 Werner Enterprises common shares on February 12, 2026, then 1,179 shares were withheld on February 13, 2026 to satisfy tax obligations from a prior restricted stock vesting.

How many Werner (WERN) shares does Christopher D. Wikoff own after these transactions?

After the reported transactions, Christopher D. Wikoff directly owns 41,731 shares of Werner Enterprises common stock. His holdings first rose to 42,910 shares with the restricted stock award, then decreased when 1,179 shares were withheld for taxes related to a prior award’s vesting.

What are the vesting terms of the new restricted stock granted to WERN’s CFO?

The 7,925 restricted shares granted February 12, 2026 vest over three years. Vesting occurs 34% on February 12, 2027, then 33% on February 12, 2028 and February 12, 2029, contingent on Christopher D. Wikoff’s continued employment with Werner Enterprises throughout the period.

Why were 1,179 Werner (WERN) shares disposed of at $33.21 for Christopher D. Wikoff?

The 1,179 shares at $33.21 reflect a tax-withholding disposition, not an open-market sale. They were required to satisfy tax obligations from the vesting of 2,548 restricted shares originally granted to Christopher D. Wikoff on February 13, 2025 under Werner’s equity program.

What role does Christopher D. Wikoff hold at Werner Enterprises (WERN)?

Christopher D. Wikoff serves as Executive Vice President, Treasurer and Chief Financial Officer of Werner Enterprises. His Form 4 filing shows equity compensation activity in company stock, including a new restricted stock award and shares withheld to cover taxes from a previous restricted grant’s vesting.