WERNER ENTERPRISES INC — Director's Dealing 2026

Feb 17, 2026

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WERNER ENTERPRISES INC (WERN)
CIK: 0000793074
Period of Report: 2026-02-12

Reporting Person: LEATHERS DEREK J (Director, CEO & Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2026-02-12	Common Stock	A	66572	—	Acquired	316547.12	Direct
2026-02-13	Common Stock	F	9911	$33.21	Disposed	306636.12	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	81740	Indirect
Common Stock	29294	Indirect
Common Stock	85574	Indirect
Common Stock	43392	Indirect

Footnotes

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.