Form 4: Werner CEO Leathers Sells Shares for Tax Obligations

Werner Enterprises CEO Derek J. Leathers disposed of 5,980 shares of common stock to cover tax withholding obligations related to restricted stock vesting.

Summary

• Derek J. Leathers, CEO and Chairman of Werner Enterprises Inc. (WERN), reported a transaction involving the company's common stock.
• On February 23, 2026, Leathers disposed of 5,980 shares of common stock at a price of $32.8 per share.
• This disposal was explicitly made to satisfy tax withholding obligations in connection with the vesting of 12,917 shares of restricted stock, which were originally granted to Leathers on February 23, 2023.
• Following this transaction, Leathers directly beneficially owns 300,656.12 shares of common stock.
• He also indirectly beneficially owns shares through various Grantor Retained Annuity Trusts (GRATs): 81,740 shares via GRAT 2022-B, 29,294 shares via GRAT 2023, 85,574 shares via GRAT 2024, and 43,392 shares via GRAT 2022-A.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, as the share disposal is a routine, non-discretionary transaction to cover tax liabilities associated with restricted stock vesting, rather than a discretionary sale indicating a change in sentiment.

Future Outlook

NA

Industry Context

StockSavvy.ai notes that routine insider transactions, such as sales to cover tax obligations upon restricted stock vesting, are common across industries and generally do not signal a change in management's confidence in the company's future prospects.

Related Party Transactions

• Indirect ownership of shares through Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.
• Indirect ownership of shares through Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is Trustee and sole beneficiary.
• Indirect ownership of shares through Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is Trustee and sole beneficiary.
• Indirect ownership of shares through Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is Trustee and sole beneficiary.

Stakeholder Impact

• Shareholders: The transaction represents a routine, non-discretionary event related to executive compensation and is unlikely to have a significant impact on shareholder value.
• Management: This is a standard part of the compensation process for executives receiving restricted stock.

Key Dates

Recommendation

The transaction reported is a routine disposal of shares to cover tax withholding obligations upon the vesting of restricted stock. This is a common and expected event for executive compensation and does not reflect a discretionary sale by management, thus it typically has no material impact on the company's fundamentals or future prospects. A seasoned investor would likely view this as a neutral event, maintaining their current position.

Keywords

Werner Enterprises, WERN, Derek J. Leathers, Form 4, Insider Transaction, Stock Sale, Restricted Stock, Tax Withholding, CEO, Chairman