DOWNING ERIC J 4

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.