DOWNING ERIC J 4
4 · WERNER ENTERPRISES INC · Filed Feb 17, 2026
Research Summary
AI-generated summary of this filing
WERN EVP & COO Eric Downing Receives Restricted Stock, Sells Shares
What Happened Eric J. Downing, Executive Vice President and Chief Operating Officer of Werner Enterprises (WERN), received a grant of 7,925 restricted shares on 2026-02-12 (award, code A) with no purchase price. Separately, on 2026-02-13 he disposed of 1,179 shares at $33.21 per share (code F) to satisfy tax withholding obligations, generating proceeds of $39,155 (amount reported as disposed to cover taxes, not an open-market sale).
Key Details
- Transaction dates: Award on 2026-02-12; tax-withholding disposal on 2026-02-13. Filing date: 2026-02-17 (appears filed after the 2-business-day Form 4 deadline).
- Award: 7,925 restricted shares granted at $0.00 (Form 4 code A).
- Disposal: 1,179 shares disposed at $33.21 each for $39,155 (Form 4 code F — tax withholding).
- Shares owned after transaction: Not specified in the provided filing excerpt.
- Footnotes:
- F1: The 7,925 restricted shares vest 34% on 2027-02-12, then two annual increments of 33% on 2028-02-12 and 2029-02-12 (subject to continued employment).
- F2: The 1,179 shares were used to satisfy tax withholding associated with the vesting of 2,548 restricted shares granted to the reporting person on 2025-02-13.
- Filing timeliness: Report filed 2026-02-17 for transactions on 2026-02-12/13 — later than the usual 2-business-day Form 4 reporting window.
Context The primary item is a restricted stock award (not a cash purchase), which vests over three years. The disposed shares were surrendered/withheld to cover taxes on a prior grant’s vesting and are routine tax-withholding activity rather than a discretionary open-market sale. Such tax-related dispositions are common and do not necessarily indicate buy/sell sentiment.
Insider Transaction Report
- Award
Common Stock
[F1]2026-02-12+7,925→ 59,971.244 total - Tax Payment
Common Stock
[F2]2026-02-13$33.21/sh−1,179$39,155→ 58,792.244 total
Footnotes (2)
- [F1]Restricted stock awarded February 12, 2026 under stockholder approved equity plan. This award shall vest, subject to continued employment, 34% on February 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning February 12, 2028. The award will become fully vested on February 12, 2029.
- [F2]Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.