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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.
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.