DOWNING ERIC J 4

What Happened Eric J. Downing, Executive Vice President and COO of Werner Enterprises (WERN), had 941 shares withheld to satisfy tax withholding obligations related to the vesting of restricted stock. The withheld shares were valued at $35.57 each, for a total of $33,471. This was a tax-withholding disposition (code F), not an open-market sale.

Key Details

• Transaction date: 2026-02-09; Price per share: $35.57; Total value: $33,471.
• Transaction type: F — shares surrendered to satisfy tax withholding on vested restricted stock.
• Footnote: The 941 shares represent the portion withheld to cover taxes on the vesting of 2,034 restricted shares granted to Downing on February 9, 2024.
• Shares owned after the transaction: Not specified in the provided filing.
• Filing date: 2026-02-11 — appears to be timely (Form 4 typically due within two business days).

Context This was a routine tax-withholding event tied to the vesting of restricted stock (a common way companies and executives settle withholding obligations). Because the company withheld shares rather than selling them on the open market, this transaction should not be interpreted as a directional buy or sell signal about the insider’s view of the stock. The dollar value was modest relative to typical executive trades.