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Form 4/A WERNER ENTERPRISES INC For: Jul 14 Filed by: LEATHERS DEREK J

July 14, 2026 4:06 PM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
LEATHERS DEREK J
(Last) (First) (Middle)
P.O. BOX 45308
(Street)
OMAHA NE 68145
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WERNER ENTERPRISES INC [ WERN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & Chairman
3. Date of Earliest Transaction (Month/Day/Year)
07/14/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
12/01/2025		 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/14/2025 J 43,392 (1) D $ 0 0 I GRAT 2022-A
Common Stock 07/14/2025 J 32,700 (2) D $ 0 49,040 I GRAT 2022-B
Common Stock 07/14/2025 J 23,275 (3) D $ 0 6,019 I GRAT 2023
Common Stock 07/14/2025 J 31,195 (4) D $ 0 54,379 I GRAT 2024
Common Stock 07/14/2025 J 130,562 (5) A $ 0 387,882.12 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a transfer of 43,392 shares from the Derek J. Leathers 2022-A Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
2. Represents a transfer of 32,700 shares from the Derek J. Leathers 2022-B Grantor Retained Annuity Trust, dated April 5, 2022, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
3. Represents a transfer of 23,275 shares from the Derek J. Leathers 2023 Grantor Retained Annuity Trust, dated May 3, 2023, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
4. Represents a transfer of 31,195 shares from the Derek J. Leathers 2024 Grantor Retained Annuity Trust, dated July 5, 2024, of which the Reporting Person is the trustee and sole beneficiary, to the Reporting Person's direct beneficial ownership.
5. Represents a transfer of an aggregate of 130,562 shares to Derek J. Leathers direct beneficial ownership, from the 2022-A Grantor Retained Annuity Trust, 2022-B Grantor Retained Annuity Trust, 2023 Grantor Retained Annuity Trust, and 2024 Grantor Retained Annuity Trust. The Reporting Person serves as trustee and sole beneficiary of these trusts.
/s/ Christina Calley by POA for Derek J. Leathers 07/14/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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