Werner (NASDAQ: WERN) exec uses 943 shares to cover tax on RSU vesting

Rhea-AI Filing Summary

Werner Enterprises executive James Lynn Johnson reported a small share disposition related to tax withholding. On 02/13/2026, 943 shares of common stock were disposed of at $33.21 per share to cover tax obligations from the vesting of 2,038 restricted shares granted on February 13, 2025. After this tax-withholding disposition, Johnson directly beneficially owned 98,892.437 shares of Werner Enterprises common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider JOHNSON JAMES LYNN

Role Exec VP - Chief Acctg Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	943	$33.21	$31K

Holdings After Transaction: Common Stock — 98,892.437 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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)
02/13/2026

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	02/13/2026		F		943(1)	D	$33.21	98,892.437	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 2,038 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Remarks:

	/s/ Kaye Shields by POA for James L. Johnson	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).
** 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.

FAQ

What insider transaction did WERN executive James Lynn Johnson report?

James Lynn Johnson reported a tax-withholding disposition of 943 shares of Werner Enterprises common stock. The shares were used to satisfy tax obligations triggered by the vesting of 2,038 restricted shares granted on February 13, 2025, not an open-market sale.

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

No, the transaction was not an open-market sale. It was a Form 4 code F tax-withholding disposition, where 943 shares were used to pay taxes owed on the vesting of previously granted restricted stock, rather than sold at the executive’s discretion.

How many WERN shares were used to cover James Lynn Johnson’s taxes?

A total of 943 Werner Enterprises common shares were disposed of to satisfy tax withholding obligations. This occurred when 2,038 restricted shares vested, and part of that vesting value was settled in shares instead of cash to cover required taxes.

What price per share was recorded for the WERN tax-withholding transaction?

The tax-withholding disposition for James Lynn Johnson was recorded at $33.21 per Werner Enterprises share. This price is used for reporting the value of shares applied toward tax obligations when restricted stock vests and creates a taxable event for the executive.

How many WERN shares does James Lynn Johnson own after the Form 4 transaction?

Following the reported tax-withholding disposition, James Lynn Johnson directly beneficially owned 98,892.437 Werner Enterprises common shares. This figure reflects his holdings after 943 shares were applied toward taxes associated with the vesting of prior restricted stock awards.

What caused the tax-withholding disposition reported by WERN’s executive?

The disposition was triggered by the vesting of 2,038 restricted shares granted on February 13, 2025. When those restricted shares vested, taxes became due, and 943 Werner Enterprises shares were withheld and reported to satisfy the resulting tax liabilities.