DOWNING ERIC J 4

What Happened

• Eric J. Downing, Executive Vice President & Chief Operating Officer of Werner Enterprises (WERN), disposed of a total of 3,427 shares in February 2026. He sold 1,428 shares on 2026-02-19 at $35.00 for $49,980, sold 1,418 shares on 2026-02-20 at $34.78 for $49,312, and 581 shares were disposed on 2026-02-23 at $32.80 for $19,057 to satisfy tax withholding. Aggregate proceeds/values for these transactions are approximately $118,349. These transactions are disposals (sales/withholding), not purchases.

Key Details

• Transactions:
  • 2026-02-19: Sale — 1,428 shares @ $35.00, proceeds $49,980 (open-market sale, code S)
  • 2026-02-20: Sale — 1,418 shares @ $34.78, proceeds $49,312 (open-market sale, code S)
  • 2026-02-23: Tax withholding — 581 shares @ $32.80, value $19,057 (code F)
• Footnote: F1 indicates the 581 shares were withheld to satisfy tax withholding on the vesting of 1,256 restricted shares granted to Downing on Feb 23, 2023.
• Shares owned after the transactions: not provided in the summary data here — check the full Form 4 for "Amount of Securities Beneficially Owned Following Reported Transaction."
• Filing timeliness: Form filed 2026-02-23 covering trades on 2/19–2/23; this filing appears to be timely (within the typical two business-day reporting window).

Context

• The two earlier entries were open-market sales; the 2/23 disposition was a tax-withholding related to RSU vesting (i.e., shares were surrendered/withheld to cover taxes), not a purchase or an option exercise. Sales and withholding of this type are common and do not necessarily signal management sentiment; purchases tend to be more indicative of bullish insider conviction.