WERN · Werner Enterprises Inc

Represents a transfer of 26,250 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.

Represents a transfer of 27,600 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.

Represents a transfer of an aggregate of 59,869 shares to Derek J. Leathers direct beneficial ownership, from the 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.

Represents a transfer of 6,019 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.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Restricted Stock awarded May 12, 2026 under stockholder approved equity plan. This award shall vest subject to continued Board service, 34% on May 12, 2027 (1 year after the grant date) and two annual increments of 33% each beginning May 12, 2028. The award will become fully vested on May 12, 2029.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 4,601 shares of restricted stock granted to the Reporting Person on May 9, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,436 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 12,917 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the Reporting Person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,256 shares of restricted stock granted to the reporting person on February 23, 2023.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,436 shares of restricted stock granted to the Reporting Person on February 23, 2023.

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.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 3,058 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,038 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,038 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,548 shares of restricted stock granted to the Reporting Person on February 13, 2025.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,293 shares of restricted stock granted to the Reporting Person on February 13, 2025.

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.

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.

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.

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.

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.

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.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,749 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,505 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,424 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,749 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,034 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,034 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 15,866 shares of restricted stock granted to the reporting person on February 9, 2024.

Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,627 shares of restricted stock granted to the reporting person on February 9, 2024.