CALLAHAN CRAIG T 4

What Happened

• Craig T. Callahan, Executive Vice President & Chief Commercial Officer of Werner Enterprises (WERN), received a grant of 6,340 restricted shares on Feb 12, 2026 (reported as an award). The grant was recorded at $0 acquisition cost on the Form 4.
• On Feb 13, 2026, 943 shares were disposed at $33.21 per share (totaling $31,317) to satisfy tax withholding obligations related to prior restricted stock vesting.

Key Details

• Transaction dates: Award granted 2026-02-12 (code A); 943 shares withheld/sold 2026-02-13 (code F) at $33.21/share for $31,317.
• Vesting schedule for the 6,340-share award: 34% vests on Feb 12, 2027, then two annual increments of 33% on Feb 12, 2028 and Feb 12, 2029 (fully vested on Feb 12, 2029). (Footnote F1)
• The 943 shares sold represent shares required to satisfy tax withholding in connection with the vesting of 2,038 restricted shares granted on Feb 13, 2025. (Footnote F2)
• Shares owned after the reported transactions: not specified in the provided filing excerpt.
• Filing: Reported on 2026-02-17 for transactions on Feb 12–13, 2026. Given the Feb 16 holiday (Presidents’ Day), the Form 4 filing date is within the two-business-day filing window and appears timely.

Context

• The grant is restricted stock (not an open-market purchase) and vests over three years, which is typical for long-term incentives.
• The 943-share disposal is a tax withholding/cashless-type transaction (routine) and should not be read as a directional trading signal about insider sentiment.