LEATHERS DEREK J 4

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.