Tax withholding trims Werner (WERN) CEO Derek Leathers’ share stake

Rhea-AI Filing Summary

Werner Enterprises CEO and Chairman Derek J. Leathers reported a tax-withholding disposition of 7,345 shares of common stock on February 9, 2026. The shares were withheld at $35.57 each to cover taxes on the vesting of 15,866 restricted shares granted on February 9, 2024.

After this transaction, Leathers beneficially owned 249,975.12 Werner shares directly. He also indirectly owned 81,740, 29,294, 85,574 and 43,392 shares through the Derek J. Leathers 2022-B, 2023, 2024 and 2022-A Grantor Retained Annuity Trusts, where he is trustee and sole beneficiary.

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^*

LEATHERS DEREK 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & Chairman

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		7,345(1)	D	$35.57	249,975.12	D
Common Stock(2)								81,740	I	GRAT 2022-B
Common Stock(3)								29,294	I	GRAT 2023
Common Stock(4)								85,574	I	GRAT 2024
Common Stock(5)								43,392	I	GRAT 2022-A

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 15,866 shares of restricted stock granted to the reporting person on February 9, 2024.

2. Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.

3. Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.

4. Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.

5. Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.

Remarks:

	/s/ Kaye Shields by POA for Derek J. Leathers	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 Werner Enterprises (WERN) report for Derek Leathers?

Werner Enterprises reported that CEO and Chairman Derek J. Leathers had 7,345 common shares disposed of to satisfy tax withholding. The disposition related to the vesting of 15,866 restricted shares that were originally granted to him on February 9, 2024.

Was the Werner (WERN) insider transaction an open-market sale of shares?

The filing shows a tax-withholding disposition, not an open-market sale. Code F indicates shares were used to pay tax obligations arising from the vesting of previously granted restricted stock rather than a discretionary sale into the market.

How many Werner (WERN) shares does Derek Leathers hold directly after the transaction?

After the reported tax-withholding disposition, Derek J. Leathers beneficially owned 249,975.12 Werner Enterprises common shares directly. This figure reflects his direct stake following the 7,345-share disposition for tax obligations tied to restricted stock vesting.

What indirect Werner (WERN) share holdings are reported for Derek Leathers?

The filing lists indirect ownership through four Grantor Retained Annuity Trusts: 81,740 shares in the 2022-B GRAT, 29,294 in the 2023 GRAT, 85,574 in the 2024 GRAT, and 43,392 in the 2022-A GRAT, with Leathers as trustee and sole beneficiary.

What triggered the tax withholding on Derek Leathers’ Werner (WERN) shares?

Tax withholding arose from the vesting of 15,866 restricted shares granted to Derek J. Leathers on February 9, 2024. To cover the associated tax obligations, 7,345 common shares were disposed of as indicated by transaction code F in the filing.