Werner Enterprises, Inc. filings document operating results, material events, governance matters and capital-structure disclosures for a transportation and logistics company. Form 8-K reports furnish quarterly earnings releases, Regulation FD communications and other company updates tied to truckload transportation, logistics services and public investor communications.
The filing record also includes acquisition-related disclosures for FirstFleet, including acquired-business financial statements and pro forma financial information. Proxy materials cover board matters, executive compensation, equity awards and the company’s long-term incentive plan, while material-event reports disclose officer compensation arrangements and financing sources used in completed transactions.
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.
Werner Enterprises President and CLO Nathan J. Meisgeier reported a small share disposition tied to taxes, not an open-market trade. He used 664 shares of common stock at $32.80 per share to satisfy tax withholding on the vesting of 1,436 restricted shares granted in February 2023. After this tax-withholding transaction, he still directly holds 79,155.827 shares of Werner Enterprises common stock.
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.
Werner Enterprises CEO & Chairman Derek J. Leathers reported a tax-related stock disposition. On February 23, 2026, 5,980 shares of common stock were withheld at $32.80 per share to satisfy tax obligations tied to the vesting of 12,917 restricted shares granted on February 23, 2023.
After this withholding, Leathers directly owned about 300,656.12 shares of Werner Enterprises common stock. He also had indirect ownership through several Grantor Retained Annuity Trusts, which together held additional blocks of common stock for his benefit.
Werner Enterprises executive reports small tax-withholding share disposition. Exec VP & Chief Administrative Officer Jim S. Schelble had 581 shares of common stock withheld at $32.80 per share to cover taxes on the vesting of 1,256 restricted shares originally granted on February 23, 2023.
After this automatic tax-withholding disposition, Schelble directly holds 71,433.395 shares of Werner Enterprises common stock. This Form 4 reflects an administrative settlement of tax obligations rather than an open-market purchase or sale.
WERNER ENTERPRISES INC Executive Vice President & CIO Daragh P. Mahon reported a tax-related share disposition. On this Form 4, 581 shares of common stock were withheld at $32.80 per share to satisfy tax withholding obligations tied to the vesting of 1,256 shares of restricted stock originally granted on February 23, 2023. After this tax-withholding transaction, Mahon directly held 41,055.537 shares of Werner Enterprises common stock.
Werner Enterprises executive Eric J. Downing reported multiple transactions in company common stock. On February 19, 2026, he made an open-market sale of 1,428 shares at a price of $35.0000 per share. On February 20, 2026, he completed another open-market sale of 1,418 shares at $34.7758 per share. A separate transaction on February 23, 2026 disposed of 581 shares at $32.8000 per share to cover tax withholding obligations tied to the vesting of 1,256 restricted shares granted on February 23, 2023. After these transactions, he directly owned 55,365.2440 shares of Werner Enterprises common stock.
Eric J. Downing submitted a Form 144 reporting proposed sales of Common Stock, listing 49,980 shares sold on 02/19/2026. The filing notes the shares originated from a Restricted Stock Award dated 02/08/2020.
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.