Werner EVP uses share withholding for taxes

Werner Enterprises executive reports tax-related share disposition.

Rhea-AI Filing Summary

Werner Enterprises executive reports tax-related share disposition. Exec VP and Chief Accounting Officer James Lynn Johnson had 664 shares of common stock withheld at $32.80 per share on a Form 4. The shares were used to satisfy tax withholding on the vesting of 1,436 restricted stock shares, leaving him with 98,228.437 shares owned directly.

Insider Trade Summary

Exercise Price or Tax Liability: 664 shares

Exercise Price or Tax Liability 1 txn

Insider JOHNSON JAMES LYNN

Role Exec VP - Chief Acctg Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock	664	$32.80	$22K

Holdings After Transaction: Common Stock — 98,228.437 shares (Direct)

Footnotes (1)

1. F1. 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.

FAQ

What did Werner Enterprises (WERN) disclose in this Form 4?

Werner Enterprises reported that executive James Lynn Johnson had 664 common shares withheld at $32.80 each. The transaction was a tax-withholding disposition tied to restricted stock vesting, not an open-market sale, and was recorded as a direct ownership change.

Who is the insider involved in the latest Werner Enterprises (WERN) Form 4?

The filing involves James Lynn Johnson, Executive Vice President and Chief Accounting Officer. He reported a tax-withholding disposition of 664 common shares related to restricted stock vesting, while retaining direct ownership of 98,228.437 shares after the transaction was completed.

How many Werner Enterprises (WERN) shares were disposed of for taxes?

The insider had 664 shares of Werner Enterprises common stock disposed of at $32.80 per share. According to the filing, these shares were withheld specifically to satisfy tax obligations triggered by the vesting of 1,436 previously granted restricted stock shares.

What was the price per share in the Werner Enterprises (WERN) insider transaction?

The reported price per share was $32.80 for the 664 common shares disposed. This transaction was coded as a tax-withholding disposition, meaning the shares were used to cover tax liabilities from restricted stock vesting rather than sold on the open market.

How many Werner Enterprises (WERN) shares does the insider own after this filing?

After the tax-withholding disposition, James Lynn Johnson directly owns 98,228.437 shares of Werner Enterprises common stock. This remaining balance reflects his holdings following the withholding of 664 shares to cover taxes from the vesting of restricted stock.

Was the Werner Enterprises (WERN) Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was coded as a tax-withholding disposition, where 664 shares were withheld at $32.80 each to satisfy tax obligations arising from the vesting of 1,436 restricted stock shares granted earlier.

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Accepted by SEC EDGAR 02/25/2026 - 04:06 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^*

JOHNSON JAMES LYNN

(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 - Chief Acctg Officer

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	98,228.437	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 James L. Johnson	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.
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