WERNER ENTERPRISES INC — Director's Dealing 2020

May 14, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2020-05-12

Reporting Person: HOLMES JACK A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-12	Common Stock	A	1941	—	Acquired	4834	Direct
2020-05-14	Common Stock	F	37	$41.05	Disposed	4797	Direct

Footnotes

F1: Restricted Stock awarded May 12, 2020 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2021 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2022. The award will become fully vested on May 12, 2023.

F2: Represents shares required to satisfy tax withholding obligations in connection with the vesting of 622 shares of restricted stock granted to the reporting person on May 14, 2019.