Schneider (NYSE: SNDR) EVP Devgun makes bona fide gift of Class B stock

Rhea-AI Filing Summary

Schneider National, Inc. executive vice president and Chief Innovation & Technology officer Shaleen Devgun reported making bona fide gifts of Class B common stock. On February 26, 2026, he gifted 9,415 shares held directly and another 9,415 shares held indirectly through a trust, all at a stated price of $0.00 per share. After these transfers, he continued to hold 38,619 Class B shares directly and 122,787 Class B shares indirectly via the trust, indicating these were estate or charitable-style gifts rather than open‑market sales.

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

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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^*

Devgun Shaleen

(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-Chief Innovation, Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		G		9,415(1)	D	$0.00	38,619	D
Class B Common Stock	02/26/2026		G		9,415(1)	A	$0.00	122,787	I	By Trust

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. Represents shares of Class B Common Stock that vested with respect to a restricted stock award granted to the reporting person. The reporting person holds unvested restricted stock directly and vested stock in trust.

Remarks:

	Thomas Jackson by POA for Shaleen Devgun	03/02/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did SNDR executive Shaleen Devgun report?

Schneider National EVP Shaleen Devgun reported two bona fide gifts of Class B common stock. He transferred 9,415 shares held directly and 9,415 shares held indirectly through a trust, with a reported transaction price of $0.00 per share.

Was the SNDR insider transaction a sale or a gift of shares?

The SNDR insider transaction was a gift, not a sale. Both entries use code “G,” described as a bona fide gift, with a transaction price of $0.00 per share, indicating no sale proceeds were involved in these transfers.

How many Schneider National Class B shares did Devgun gift?

Shaleen Devgun gifted a total of 18,830 Class B shares. This consisted of 9,415 shares held directly and 9,415 shares held indirectly through a trust, all reported as bona fide gifts on February 26, 2026.

How many SNDR shares does Shaleen Devgun hold after the reported gifts?

After the gifts, Devgun holds 38,619 Class B shares directly and 122,787 shares indirectly via a trust. These post‑transaction balances show he remains a significant holder despite transferring 18,830 shares as bona fide gifts.

What does indirect ownership "By Trust" mean in the SNDR filing?

Indirect ownership “By Trust” means some shares are held through a trust rather than in Devgun’s personal name. The filing shows 9,415 gifted from this trust and 122,787 Class B shares remaining, reflecting trust‑held ownership associated with the reporting person.

What role does Shaleen Devgun hold at Schneider National (SNDR)?

Shaleen Devgun serves as an officer of Schneider National with the title “EVP-Chief Innovation, Tech.” His position indicates senior leadership responsibility over innovation and technology while also being a reporting person for insider share transactions.