LEATHERS DEREK J 4

What Happened
Derek J. Leathers, CEO & Chairman of Werner Enterprises, disposed of 7,345 shares on Feb 9, 2026 at $35.57 per share for a total of $261,262. The transaction was a tax-withholding disposition tied to the vesting of restricted stock (i.e., shares were surrendered/withheld to satisfy tax obligations), not an open-market investment sale.

Key Details

• Transaction date: 2026-02-09; filing date (Form 4): 2026-02-11 (filed within the standard 2-business-day window).
• Price and value: $35.57 per share; total $261,262.
• Shares involved: 7,345 shares were withheld/disposed to cover taxes related to the vesting of 15,866 restricted shares granted Feb 9, 2024 (per footnote F1).
• Shares owned after transaction: Not specified in the filing.
• Relevant footnotes:
  • F1: Sale/withholding to satisfy tax withholding on vesting of 15,866 restricted shares.
  • F2–F5: Several blocks of shares are held in Grantor Retained Annuity Trusts (2022-A, 2022-B, 2023, 2024) of which Leathers is Trustee and sole beneficiary.

Context
This was a routine tax-withholding disposition (transaction code F) tied to restricted stock vesting, which is common for executives and generally reflects tax obligations rather than a directional bet on the stock. Such withholding sales are less informative about insider sentiment than open-market purchases.