Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * LEATHERS DEREK J 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 (Last) (First) (Middle) P.O. BOX 45308 3. Date of Earliest Transaction (Month/Day/Year) 07/14/2025 (Street) OMAHA, NE 68145 4. If Amendment, Date 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 (City) (State) (Zip) 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

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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 Underlying Securities (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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LEATHERS DEREK J P.O. BOX 45308 OMAHA, NE 68145	X		CEO & Chairman

Signatures

/s/ Christina Calley by POA for Derek J. Leathers		07/14/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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.

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