JOHNSON JAMES LYNN 4

What Happened James L. Johnson, Executive Vice President and Chief Accounting Officer of Werner Enterprises (WERN), disposed of 943 shares on February 13, 2026 to satisfy tax withholding obligations. The shares were valued at $33.21 each, for a total of $31,317. This was a withholding/disposition tied to restricted stock vesting (routine tax-related transaction), not an open-market sale signaling a trade for investment purposes.

Key Details

• Transaction date: 2026-02-13; reported on Form 4 filed 2026-02-17.
• Transaction: 943 shares disposed (code F — tax withholding) at $33.21 per share, total $31,317.
• Shares owned after transaction: Not specified in this filing.
• Footnote: The withholding satisfied tax on the vesting of 2,038 restricted shares granted to the reporting person on February 13, 2025 (see footnote F1).
• Filing timeliness: Form 4 was filed 4 days after the transaction; the filing itself shows the transaction and the tax-withholding code but does not indicate a separate timeliness flag.

Context Code F transactions are routine: shares are surrendered to cover required taxes when restricted stock vests. These withholding dispositions generally reflect tax mechanics rather than a decision to liquidate a position for investment reasons.