Schneider EVP gets stock award, withholds shares for tax

Schneider National EVP and General Counsel Thomas G. Jackson reported equity compensation activity and related tax withholding in Class B common stock.

Rhea-AI Filing Summary

Schneider National EVP and General Counsel Thomas G. Jackson reported equity compensation activity and related tax withholding in Class B common stock. On February 13, 2026, he acquired 12,705 shares at $0.00 per share as a grant or award, described as restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026 and will be settled in Class B common stock.

On February 15, 2026, four separate transactions identified as tax-withholding dispositions occurred, where a total of 8,401 shares were withheld at $28.73 per share to satisfy tax liabilities upon vesting of prior restricted stock unit awards granted in 2022, 2023, 2024, and 2025. After these transactions, his directly held Class B share balance was reported at 77,174 shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Jackson Thomas G

Role EVP - General Counsel

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class B Common Stock	2,079	$28.73	$60K
Exercise Price or Tax Liability	Class B Common Stock	1,412	$28.73	$41K
Exercise Price or Tax Liability	Class B Common Stock	681	$28.73	$20K
Exercise Price or Tax Liability	Class B Common Stock	4,229	$28.73	$121K
Grant/Award	Class B Common Stock	12,705	$0.00	$0.00

Holdings After Transaction: Class B Common Stock — 77,174 shares (Direct)

Footnotes (5)

1. F1. Consists of restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026, subject to the employee's continued employment through the applicable vesting date. The units will be settled in shares of Class B common stock.
2. F2. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2025 award of restricted stock units.
3. F3. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2023 award of restricted stock units.
4. F4. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2022 award of restricted stock units.
5. F5. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2024 award of restricted stock units.

FAQ

What insider transactions did SNDR EVP Thomas G. Jackson report on this Form 4?

Thomas G. Jackson reported one equity award and four tax-withholding dispositions in Schneider National (SNDR) Class B common stock. The award added 12,705 shares, while 8,401 shares were withheld to cover tax liabilities tied to vesting restricted stock units from earlier grant years.

Was the Schneider National (SNDR) insider activity an open-market stock sale?

No, the reported Schneider National (SNDR) insider activity reflects tax-withholding dispositions, not open-market sales. Shares were withheld to satisfy tax liabilities when restricted stock units vested, consistent with transaction code F, rather than being sold in discretionary market transactions for portfolio or liquidity reasons.

How many Schneider National (SNDR) shares were granted to Thomas G. Jackson?

Thomas G. Jackson received an award of 12,705 Class B Schneider National (SNDR) shares at $0.00 per share. Footnotes describe this as restricted stock units that vest in three equal annual installments beginning on the first anniversary dates tied to February 15, 2026, contingent on continued employment.

What vesting schedule applies to the new Schneider National (SNDR) restricted stock units?

The new Schneider National (SNDR) restricted stock units vest in equal annual installments over three years. Vesting occurs on each of the first three anniversaries of February 15, 2026, and the units will be settled in shares of Class B common stock if the executive remains employed.

Why were Schneider National (SNDR) shares withheld from Thomas G. Jackson’s holdings?

Shares were withheld to satisfy tax liabilities when prior restricted stock unit awards vested. Four transactions on February 15, 2026 relate to awards originally granted in 2022, 2023, 2024, and 2025, with 8,401 Schneider National (SNDR) Class B shares used for these tax-withholding obligations.

How many Schneider National (SNDR) shares does Thomas G. Jackson hold after these transactions?

After the reported award and tax-withholding dispositions, Thomas G. Jackson directly holds 77,174 Schneider National (SNDR) Class B common shares. This balance reflects the net position following the 12,705-share equity grant and the 8,401 shares withheld to cover associated tax liabilities.

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Accepted by SEC EDGAR 02/18/2026 - 05:32 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jackson Thomas G

(Last) (First) (Middle)

3101 PACKERLAND DRIVE

(Street)

GREEN BAY WI 54313

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP - General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Class B Common Stock	02/13/2026		A		12,705(1)	A	$0.00	85,575	D
Class B Common Stock	02/15/2026		F		2,079(2)	D	$28.73	83,496	D
Class B Common Stock	02/15/2026		F		1,412(3)	D	$28.73	82,084	D
Class B Common Stock	02/15/2026		F		681(4)	D	$28.73	81,403	D
Class B Common Stock	02/15/2026		F		4,229(5)	D	$28.73	77,174	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. Consists of restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026, subject to the employee's continued employment through the applicable vesting date. The units will be settled in shares of Class B common stock.

2. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2025 award of restricted stock units.

3. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2023 award of restricted stock units.

4. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2022 award of restricted stock units.

5. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2024 award of restricted stock units.

Remarks:

	/s/ Thomas Jackson	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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