Werner Entprise SEC Filings

Werner Enterprises, Inc. updated 2026 compensation for its named executive officers, combining higher base salaries with stock awards and performance-based bonuses. The CEO’s base salary is set at $980,000, with other executives’ salaries ranging from $445,000 to $550,000, effective February 13, 2026.

Executives received restricted stock and performance stock grants under the 2023 Long-Term Incentive Plan. Restricted shares vest 34%, 33%, and 33% over three years. Performance shares cliff-vest after three years based on average annual diluted EPS growth from January 1, 2026 through December 31, 2028, with payouts from 0% to 200% of target, adjusted by a total shareholder return modifier of up to ±25%.

The 2026 annual incentive program allows each officer to earn 0% to 200% of a target bonus equal to 80%–125% of base salary, driven by operating income, revenue excluding fuel surcharges, and individual performance. Executives also may receive perquisites and continue to participate in retirement and health benefit plans.

Werner Enterprises CEO and Chairman Derek J. Leathers reported equity compensation and a related tax share disposition. On February 12, 2026 he received 66,572 shares of restricted common stock at $0 under a stockholder-approved equity plan, lifting his directly held stake to 316,547.12 shares.

The restricted stock vests 34% on February 12, 2027 and 33% on each of February 12, 2028 and February 12, 2029, subject to continued employment. On February 13, 2026, 9,911 shares were disposed of at $33.21 per share to satisfy tax withholding tied to the vesting of 21,408 previously granted restricted shares, leaving 306,636.12 shares held directly. Leathers also beneficially owns additional indirect holdings through several Grantor Retained Annuity Trusts.

Werner Enterprises executive Craig T. Callahan reported equity compensation and related tax withholding transactions. On February 12, 2026, he acquired 6,340 shares of common stock as a restricted stock award under a stockholder-approved equity plan, leaving him with 70,723.822 directly owned shares. The award vests 34% on February 12, 2027 and two annual increments of 33% each beginning February 12, 2028, becoming fully vested on February 12, 2029. On February 13, 2026, 943 shares were disposed of to satisfy tax withholding obligations tied to the vesting of 2,038 previously granted restricted shares, reducing his direct holdings to 69,780.822 shares.

Werner Enterprises executive Nathan J. Meisgeier, President and CLO, reported equity compensation and a related tax transaction. On February 12, 2026, he acquired 9,510 shares of common stock as a restricted stock award under a stockholder-approved equity plan at $0 per share.

The award vests 34% on February 12, 2027, then 33% on February 12, 2028 and 33% on February 12, 2029, subject to continued employment. On February 13, 2026, 1,415 shares were disposed of to satisfy tax withholding tied to the vesting of an earlier 3,058-share restricted stock grant. After these transactions, Meisgeier directly owns 79,819.827 shares of Werner Enterprises common stock.

Werner Enterprises executive Eric J. Downing reported two stock transactions involving company common shares. On February 12, 2026, he acquired 7,925 shares of restricted stock at $0 under a stockholder-approved equity plan, increasing his direct holdings to 59,971.244 shares.

The restricted stock vests over three years, with 34% vesting on February 12, 2027 and two annual increments of 33% each beginning February 12, 2028, becoming fully vested on February 12, 2029. On February 13, 2026, 1,179 shares were disposed of at $33.21 to satisfy tax withholding obligations from vesting of a prior grant, leaving him with 58,792.244 directly owned shares.

Werner Enterprises executive Christopher D. Wikoff reported equity compensation-related stock movements. On February 12, 2026, he acquired 7,925 shares of common stock as a restricted stock award under a stockholder-approved equity plan, increasing his direct holdings to 42,910 shares.

The restricted stock vests 34% on February 12, 2027 and then 33% annually on February 12, 2028 and February 12, 2029, subject to continued employment. On February 13, 2026, 1,179 shares were disposed of to cover tax withholding tied to the vesting of an earlier 2,548-share restricted stock grant, leaving him with 41,731 directly owned shares.

Werner Enterprises Executive Vice President & CIO Daragh P. Mahon reported equity compensation activity. He acquired 7,133 shares of common stock on February 12, 2026 as a restricted stock award at $0 per share under a stockholder-approved plan, vesting through February 12, 2029. On February 13, 2026, 1,061 shares were disposed of at $33.21 per share to satisfy tax withholding on previously granted restricted stock. Following these transactions, he directly owned 41,636.537 shares of Werner Enterprises common stock.

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.

Werner Enterprises, Inc. shareholder has filed a notice of proposed sale under Rule 144 for up to 1,428 shares of common stock. The shares have an aggregate market value of $50,000.00 and are to be sold through Equiniti Trust Company on or about 02/13/2026 on the Nasdaq exchange.

The securities were originally acquired as a restricted stock award on 02/08/2020 from Werner Enterprises, Inc. The notice indicates that, as of the filing, 59,830,317 shares of common stock are outstanding, providing context for the relative size of the planned sale.