X0306 4 2020-04-29 0000793074 WERNER ENTERPRISES INC WERN 0001233307 WERNER CLARENCE L PO BOX 45308 OMAHA NE 68145 true true true Executive Chairman Common Stock 2020-04-29 4 J 0 6908000 D 0 I Trustee, Life Interest Only Common Stock 14165569 D Common Stock 28 I By spouse as UTMA custodian for minor child Common Stock 28 I By spouse as UTMA custodian for minor child Common Stock 28 I By spouse as UTMA custodian for minor child Common Stock 17 I By spouse as UTMA custodian for minor child Common Stock 8 I By spouse as UTMA custodian for minor child Common Stock 28 I By spouse as UTMA custodian for minor child Common Stock 3000 I By Spouse On April 29, 2020, the Werner Children Trust II (the "Trust"), for which the Reporting Person served as sole trustee and was sole beneficiary, was terminated. In connection therewith, pursuant to the terms of the Trust termination, 6,908,000 shares of Common Stock held therein were distributed to the Reporting Person's children, with the remaining shares being distributed to the Reporting Person in a transaction exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Shares are held of record by the Reporting Person's spouse as custodian for a minor child under the Uniform Transfer to Minors Act. The Reporting Person disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. /s/ Clarence L. Werner 2020-05-01