Werner (NASDAQ: WERN) EVP uses 581 shares to cover tax withholding

Rhea-AI Filing Summary

Werner Enterprises executive Craig T. Callahan, Executive Vice President and Chief Commercial Officer, reported a tax-withholding disposition of 581 shares of common stock at $32.80 per share. The shares were withheld to cover taxes on the vesting of 1,256 restricted shares granted on February 23, 2023, leaving him with 69,199.822 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^*

CALLAHAN CRAIG T

(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 Commercial Offcr

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		581(1)	D	$32.8	69,199.822	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 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Remarks:

	/s/ Kaye Shields by POA for Craig T. Callahan	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).
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FAQ

What did Werner Enterprises (WERN) executive Craig T. Callahan report in this Form 4?

Craig T. Callahan reported a tax-withholding disposition of 581 Werner Enterprises common shares. The shares were withheld at $32.80 each to satisfy tax obligations linked to vesting of 1,256 restricted shares granted to him on February 23, 2023.

Was Craig T. Callahan’s Werner (WERN) Form 4 transaction an open market sale?

No, the transaction was a tax-withholding disposition, not an open market sale. Shares were automatically withheld to cover tax liabilities arising from the vesting of previously granted restricted stock, a common administrative process for equity compensation plans.

How many Werner Enterprises (WERN) shares did Craig T. Callahan dispose of and at what price?

He disposed of 581 shares of Werner Enterprises common stock at $32.80 per share. These shares were withheld by the company specifically to satisfy his tax withholding obligations related to the vesting of 1,256 restricted stock shares.

How many Werner (WERN) shares does Craig T. Callahan hold after this Form 4 transaction?

After the transaction, Craig T. Callahan holds 69,199.822 Werner Enterprises common shares directly. This remaining balance reflects his ownership following the 581-share tax-withholding disposition tied to the vesting of his restricted stock award.

What restricted stock grant is referenced in Craig T. Callahan’s Werner (WERN) Form 4?

The Form 4 references 1,256 shares of restricted stock granted to Craig T. Callahan on February 23, 2023. The reported 581-share disposition represents shares withheld to satisfy tax obligations when that restricted stock award vested.