Form 4: Werner CEO Sells Shares for Tax Obligations
Insider Transaction
Werner Enterprises CEO Derek J. Leathers sold 7,345 shares of common stock to cover tax withholdings related to restricted stock vesting.
Summary
- Derek J. Leathers, CEO and Chairman of Werner Enterprises Inc. (WERN), reported a transaction on February 9, 2026.
- Mr. Leathers disposed of 7,345 shares of WERN common stock at a price of $35.57 per share.
- This sale was executed to satisfy tax withholding obligations in connection with the vesting of 15,866 shares of restricted stock granted to Mr. Leathers on February 9, 2024.
- Following this transaction, Mr. Leathers directly owns 249,975.12 shares of common stock.
- He also indirectly owns 81,740 shares through the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, 29,294 shares through the 2023 Grantor Retained Annuity Trust, 85,574 shares through the 2024 Grantor Retained Annuity Trust, and 43,392 shares through the 2022-A Grantor Retained Annuity Trust.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this transaction as neutral. It is a routine, non-discretionary sale to cover tax obligations from restricted stock vesting, which does not reflect a change in the company's fundamental outlook or management's confidence.
Industry Context
StockSavvy.ai notes that sales of shares to cover tax withholding obligations upon the vesting of restricted stock are a common and routine occurrence for executives. Such transactions are typically non-discretionary and do not usually signal a change in management's outlook on the company's future performance or financial health, distinguishing them from open market sales.
Related Party Transactions
- Derek J. Leathers indirectly owns shares through several Grantor Retained Annuity Trusts (GRATs), including the 2022-B, 2023, 2024, and 2022-A GRATs, for which he is Trustee and sole beneficiary.
Stakeholder Impact
- Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes, not indicative of a change in company fundamentals or management's view.
Key Dates
| Date | Description |
|---|---|
| 2022-04-05 | Date of Derek J. Leathers 2022-A and 2022-B Grantor Retained Annuity Trusts |
| 2023-05-03 | Date of Derek J. Leathers 2023 Grantor Retained Annuity Trust |
| 2024-02-09 | Grant date of 15,866 shares of restricted stock to Derek J. Leathers |
| 2024-07-05 | Date of Derek J. Leathers 2024 Grantor Retained Annuity Trust |
| 2026-02-09 | Transaction date for the disposition of shares to satisfy tax withholding obligations |
| 2026-02-11 | Signature date of the Form 4 filing |
Recommendation
holdThe transaction is a non-discretionary sale to cover tax obligations from restricted stock vesting, which does not reflect a change in the company's fundamental outlook or management's confidence. Therefore, a 'hold' recommendation is appropriate as this event does not provide new information to alter an investment thesis.
Keywords
Werner Enterprises, WERN, Derek J. Leathers, Insider Transaction, Form 4, Stock Sale, Tax Withholding, Restricted Stock
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