0001692063falseSeptember 30, 202600016920632026-09-302026-09-30
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________________________
FORM 8-K
_____________________________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 30, 2026
_____________________________________________________________________________
Schneider National, Inc.
(Exact Name of Registrant as Specified in Charter)
_____________________________________________________________________________
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| Wisconsin | | 001-38054 | | 39-1258315 | |
| (State of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) | |
| 3101 South Packerland Drive | | Green Bay | WI | | 54313 | |
| (Address of Principal Executive Offices) | | (Zip Code) | |
(920) 592-2000
(Registrant's Telephone Number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Class B common stock, no par value | | SNDR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01. Entry into a Material Definitive Agreement.
On September 30, 2026, Schneider Receivables Corporation (the “Seller”), a wholly-owned subsidiary of Schneider National, Inc. (“Schneider”), entered into Amendment No. 7 (the “2026 Amendment”) to its Amended and Restated Receivables Purchase Agreement (as so amended, the “2026 Receivables Purchase Agreement”), among the Seller, as seller, Schneider, as the servicer, Wells Fargo Bank, N.A., as administrative agent and letter of credit issuer, and the purchasers party thereto, relating to the Seller’s $400 million secured accounts receivable facility. The 2026 Amendment further amends the Seller’s Amended and Restated Receivables Purchase Agreement, dated as of March 31, 2011, as amended and restated on September 5, 2018, and as further amended on July 30, 2021, June 1, 2023, May 29, 2024, and August 25, 2025 (the “Existing Receivables Purchase Agreement”). The parties to the 2026 Receivables Purchase Agreement are the Seller, as seller, Schneider, as servicer, Wells Fargo Bank, N.A., as administrative agent and letter of credit issuer, and the purchasers party thereto.
The 2026 Amendment revises the Existing Receivables Purchase Agreement, among other things, to (i) increase the available commitments from $200,000,000 to $400,000,000; (ii) increase the sublimit for the issuance of letters of credit from $150,000,000 to $250,000,000; (iii) extend the scheduled termination date to September 28, 2029; (iv) adjust eligibility criteria relating to trade accounts receivables to increase availability of the receivables facility; and (v) make certain changes to other provisions of the Existing Receivables Purchase Agreement. The 2026 Receivables Purchase Agreement allows the Seller to borrow funds against qualifying trade receivables at rates based on Term SOFR (as defined in the 2026 Receivables Purchase Agreement) for a one-month tenor and provides for the issuance of standby letters of credit. The 2026 Receivables Purchase Agreement contains representations, warranties, covenants, and events of default substantially similar to the Existing Receivables Purchase Agreement.
The 2026 Receivables Purchase Agreement contains various financial and other covenants, including required minimum consolidated net worth (subject to termination when the terms of other material debt of Schneider or its subsidiaries does not contain a consolidated net worth covenant), consolidated net debt coverage ratio, consolidated interest coverage ratio (effective upon termination of the consolidated net worth covenant as described above), and other affirmative and negative covenants customary for facilities of this type.
The foregoing description of the 2026 Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2026 Amendment, which is filed as Exhibit 10.1 to this report, and is incorporated by reference herein.
In the ordinary course of their respective businesses, some or all of the parties to the 2026 Receivables Purchase Agreement (including the 2026 Amendment) and their affiliates have engaged, and may in the future engage, in commercial banking, investment banking, financial advisory, or other services with the Seller, Schneider, and its other subsidiaries for which they have in the past or may in the future receive customary compensation and expense reimbursement.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the 2026 Amendment and the 2026 Receivables Purchase Agreement is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | Description of Exhibit |
| 10.1 | Amendment No. 7, dated September 30, 2026, to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, June 1, 2023, May 29, 2024 and August 25, 2025, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: October 2, 2026 | SCHNEIDER NATIONAL, INC. |
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| By: | /s/ Thomas G. Jackson |
| Name: | Thomas G. Jackson |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |
