Werner Enterprises (NASDAQ: WERN) president reports 664-share tax-withholding move

Rhea-AI Filing Summary

Werner Enterprises President and CLO Nathan J. Meisgeier reported a small share disposition tied to taxes, not an open-market trade. He used 664 shares of common stock at $32.80 per share to satisfy tax withholding on the vesting of 1,436 restricted shares granted in February 2023. After this tax-withholding transaction, he still directly holds 79,155.827 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^*

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)
02/23/2026

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		664(1)	D	$32.8	79,155.827	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 1,436 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Remarks:

	/s/ Kaye Shields by POA for Nathan J. Meisgeier	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did WERN’s Nathan Meisgeier report on this Form 4?

Nathan J. Meisgeier reported a tax-withholding disposition of 664 shares of Werner Enterprises common stock. The shares were used to cover tax obligations arising from the vesting of previously granted restricted stock, rather than an open-market sale.

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

No, the Form 4 for WERN shows a tax-withholding disposition, not an open-market sale. The 664 shares were withheld to pay taxes on the vesting of 1,436 restricted shares granted to Nathan Meisgeier in February 2023.

At what price were the 664 WERN shares used for tax withholding valued?

The 664 shares of Werner Enterprises common stock used for tax withholding were valued at $32.80 per share. This valuation is disclosed directly in the Form 4 transaction details for the tax-related disposition reported by Nathan Meisgeier.

How many WERN shares does Nathan Meisgeier hold after this Form 4 transaction?

After the tax-withholding disposition, Nathan Meisgeier directly holds 79,155.827 shares of Werner Enterprises common stock. This post-transaction balance reflects his remaining direct ownership following the use of 664 shares to satisfy tax obligations.

What triggered the tax-withholding disposition reported for WERN on February 23, 2026?

The tax-withholding disposition was triggered by the vesting of 1,436 restricted shares granted on February 23, 2023. A portion of these vested shares, 664 shares, was withheld to cover the related tax obligations for Nathan Meisgeier.

Who is the insider in the latest WERN Form 4 and what is his role?

The insider is Nathan J. Meisgeier, who serves as President and Chief Legal Officer of Werner Enterprises. He reported a tax-withholding disposition of 664 common shares related to restricted stock vesting, while retaining over 79,000 shares afterward.