WIKOFF CHRISTOPHER D 4

What Happened

• Christopher D. Wikoff, Executive Vice President, Treasurer & CFO of Werner Enterprises (WERN), received an award of 7,925 restricted shares on Feb 12, 2026 (grant recorded at $0.00).
• On Feb 13, 2026, 1,179 shares were disposed (code F) at $33.21 per share to satisfy tax withholding obligations, generating proceeds of $39,155. These were withholding/sales tied to vested restricted stock — not an open-market sell for investment purposes.

Key Details

• Transaction dates: Grant on 2026-02-12 (award), withholding/disposition on 2026-02-13 (tax withholding).
• Prices/values: Award reported at $0.00; 1,179 shares withheld/disposed at $33.21 each for $39,155.
• Vesting: The 7,925 restricted shares vest subject to continued employment — 34% on 2027-02-12, then 33% on 2028-02-12 and 33% on 2029-02-12 (fully vested by 2029-02-12) (Footnote F1).
• The 1,179 shares withheld represent tax withholding related to the vesting of 2,548 restricted shares granted on 2025-02-13 (Footnote F2).
• Shares owned after the transactions are not specified in the filing.
• Filing timeliness: Form 4 was filed 2026-02-17 for transactions on 2026-02-12 and 2026-02-13 — within the required reporting window (timely).

Context

• Code A = award/grant of restricted stock; Code F = disposition to satisfy tax withholding. Withholding sales are routine administrative transactions and do not necessarily signal insider sentiment.
• This was a grant of restricted stock (no cash paid) with standard multi-year vesting; the small withheld sale was solely to cover taxes on vested shares from a prior award.