ERIC J. DOWNING - 12 Feb 2026 Form 4 Insider Report for WERNER ENTERPRISES INC (WERN)

Role
Exec VP and COO
Signature
/s/ Kaye Shields by POA for Eric J. Downing
Issuer symbol
WERN
Transactions as of
12 Feb 2026
Net transactions value
-$39,155
Form type
4
Filing time
17 Feb 2026, 16:08:21 UTC
Previous filing
11 Feb 2026
Next filing
23 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DOWNING ERIC J Exec VP and COO P.O. BOX 45308, OMAHA /s/ Kaye Shields by POA for Eric J. Downing 17 Feb 2026 0001959602

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WERN Common Stock Award $0 +7,925 +15% $0.000000 59,971 12 Feb 2026 Direct F1
transaction WERN Common Stock Tax liability $39,155 -1,179 -2% $33.21 58,792 13 Feb 2026 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Restricted stock awarded February 12, 2026 under stockholder approved equity plan. This award shall vest, subject to continued employment, 34% on February 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning February 12, 2028. The award will become fully vested on February 12, 2029.
F2 Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.