X0306 4 2016-02-10 0000793074 WERNER ENTERPRISES INC WERN 0001373134 MULLEN JAMES A P.O. BOX 45308 OMAHA NE 68145 1 Exec VP and General Counsel Common Stock 2016-02-10 4 A 0 10500 0 A 48834.373 D Common Stock 2016-02-10 4 F 0 728 26.42 D 48106.373 D Common Stock 2016-02-10 4 F 0 677 26.42 D 47429.373 D Represents shares earned in connection with the performance-based restricted stock previously granted on February 10, 2015, based upon the level of attainment of certain performance objectives. These shares shall vest, subject to continued employment, in five annual increments of 20% each beginning February 10, 2016 (1 year after the grant date). The award will become fully vested on February 10, 2020. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 2,100 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2015. Represents shares required to satisfy tax withholding obligations in connection with the vesting of 1,800 shares of performance-based restricted stock granted to the Reporting Person on February 10, 2014. /s/ James A. Mullen 2016-02-12