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

Role
CEO & Chairman, Director
Signature
/s/ Kaye Shields by POA for Derek J. Leathers
Issuer symbol
WERN
Transactions as of
12 Feb 2026
Net transactions value
-$329,144
Form type
4
Filing time
17 Feb 2026, 16:10:34 UTC
Previous filing
11 Feb 2026
Next filing
25 Feb 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
LEATHERS DEREK J CEO & Chairman, Director P.O. BOX 45308, OMAHA /s/ Kaye Shields by POA for Derek J. Leathers 17 Feb 2026 0001233289

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WERN Common Stock Award $0 +66,572 +27% $0.000000 316,547 12 Feb 2026 Direct F1
transaction WERN Common Stock Tax liability $329,144 -9,911 -3.1% $33.21 306,636 13 Feb 2026 Direct F6
holding WERN Common Stock 81,740 12 Feb 2026 GRAT 2022-B F2
holding WERN Common Stock 29,294 12 Feb 2026 GRAT 2023 F3
holding WERN Common Stock 85,574 12 Feb 2026 GRAT 2024 F4
holding WERN Common Stock 43,392 12 Feb 2026 GRAT 2022-A F5
* 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 Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
F3 Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.
F4 Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.
F5 Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
F6 Represents shares required to satisfy tax withholding obligations in connection with the vesting of 21,408 shares of restricted stock granted to the Reporting Person on February 13, 2025.