DOWNING ERIC J

Eric J. Downing, Executive Vice President and COO of Werner Enterprises (WERN), has filed 48 Form 4 transactions with the SEC, all in the single trucking company's stock. The pattern over the past year shows a clear buy-side bias in open-market activity, with 15 purchases totaling roughly $51,290 against just two open-market sales worth about $99,292. The purchases were consistently small and recurring—typically between $800 and $6,000 per transaction—executed in paired lots on the same day, such as the $5,979.25 buys on October 3, 2025, and the $5,124.56 buys on July 7, 2025. The most recent open-market sale occurred on February 20, 2026, for $49,312.08, followed by a $49,980 sale on February 19, 2026, marking the only two "S" codes in the recent window. The transaction stream is dominated by automatic and compensatory events rather than discretionary trading. The largest dollar figures come from "F" codes—shares withheld to cover tax obligations on vesting awards—including $39,154.59 on February 13, 2026, $33,471.37 on February 9, 2026, and $19,056.80 on February 23, 2026. These are paired with zero-value "A" grants on February 12, 2026, and February 13, 2025, reflecting routine equity compensation. The February 2026 cluster of sales and tax-withholding transactions coincides with the vesting cycle, while the open-market purchases are spread across 2025, with the last "P" code dated October 23, 2025, at $923.46 per lot. Netting all activity, Downing's total sell value ($99,292.08) slightly exceeds his buy value ($51,290.28), but the composition matters: the sells are concentrated in two February 2026 transactions, while the buys are a steady drip of small discretionary purchases throughout 2025. The recent direction—no open-market buys since October 2025 and two sales in February 2026—suggests a shift toward liquidity, though the magnitude is modest relative to the automatic tax-related flows. The data shows no "M" option exercises or "D" issuer sales, indicating the selling is purely open-market rather than part of a structured disposition plan.