JOHNSON JAMES LYNN 4

What Happened

• James L. Johnson, Executive Vice President and Chief Accounting Officer of Werner Enterprises, had 809 shares disposed on 2026-02-09 to satisfy tax withholding related to the vesting of restricted stock. The shares were disposed at $35.57 each, for proceeds of $28,776. This was a tax-withholding disposition (Form 4 code F), not an open-market “sell” for investment purposes.

Key Details

• Transaction date: 2026-02-09; Form filed: 2026-02-11 (timely)
• Transaction type/code: Payment of tax liability / withholding (F)
• Shares disposed: 809 at $35.57 per share; total $28,776
• Related vesting: Footnote F1 — withholding to satisfy taxes on 1,749 restricted shares that vested (granted 02/09/2024)
• Shares owned after transaction: Not stated in this filing
• Filing timeliness: Filed within the Form 4 reporting window (not late)

Context

• This was a routine tax-withholding disposition tied to RSU vesting (a common administrative action) and does not necessarily indicate a change in the insider’s view of the company. Purchases or open-market sales typically provide clearer signals about insider sentiment than tax-withholding share disposals.