LEATHERS DEREK J 4

4 · WERNER ENTERPRISES INC · Filed Feb 17, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Werner (WERN) CEO Derek Leathers Receives Restricted Stock Award

What Happened

Derek J. Leathers, Chairman and CEO of Werner Enterprises (WERN), was granted 66,572 restricted shares on 2026-02-12 (award, reported 2026-02-17). The award shows an acquisition price of $0.00 (typical for restricted stock grants).
On 2026-02-13, 9,911 shares were disposed of to satisfy tax withholding obligations at $33.21 per share, totaling $329,144. These withheld shares were not an open-market sale for investment purposes but a routine tax-withholding transaction.

Key Details

Grant date: 2026-02-12 — 66,572 restricted shares (acquired at $0.00).
Withholding/payment date: 2026-02-13 — 9,911 shares disposed at $33.21 each (total ~$329,144) to cover taxes.
Vesting schedule (footnote F1): Award vests 34% on 2027-02-12, then two annual increments of 33% (fully vested by 2029-02-12), subject to continued employment.
Footnotes F2–F5: Shares are held directly in multiple Derek J. Leathers grantor retained annuity trusts (2022-A, 2022-B, 2023, 2024); he is trustee and sole beneficiary.
Footnote F6: The 9,911-share withholding relates to tax obligations tied to vesting of earlier restricted stock (21,408 shares granted 2025-02-13).
Filing timeliness: Report filed 2026-02-17 for transactions on 2026-02-12–13; filing appears timely (filed the next business day after the Presidents’ Day holiday).

Context

This filing documents an equity award (restricted stock) and routine tax withholding; awards don’t represent a cash purchase and withholding disposals are normal administrative actions, not a market-timing sale.
No total post-transaction beneficial ownership was specified in the details provided; shares remain subject to the stated vesting schedule.

Form 4

Period: 2026-02-12

DirectorCEO & Chairman

Transactions

Award
Common Stock
[F1]
2026-02-12+66,572→ 316,547.12 total
Tax Payment
Common Stock
[F6]
2026-02-13$33.21/sh−9,911$329,144→ 306,636.12 total

Holdings

Footnotes (6)

[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]Shares are held directly by Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
[F3]Shares are held directly by Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.
[F4]Shares are held directly by Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.
[F5]Shares are held directly by Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
[F6]Represents shares required to satisfy tax withholding obligations in connection with the vesting of 21,408 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Signature

/s/ Kaye Shields by POA for Derek J. Leathers|2026-02-17

1 file