Schneider director gets 5,468 Class B stock units

Ramirez Austin M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Ramirez Austin M reported acquisition or exercise transactions in this Form 4 filing.

Schneider National director Austin M. Ramirez received a grant of 5,468 shares of Class B common stock in the form of restricted stock units as board compensation. The units vest on the earlier of the one-year anniversary of the grant date or the Company’s next annual shareholder meeting, subject to his continued board service, and will be settled in Class B shares.

After this grant, Ramirez holds 5,468 Class B shares directly from the award and 8,850 Class B shares indirectly through a trust, reflecting both direct and indirect interests in the company’s equity.

Insider Trade Summary

Grant/Award: 5,468 shares

Grant/Award 2 txns

Insider Ramirez Austin M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	5,468	$0.00	$0.00
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 5,468 shares (Direct); Class B Common Stock — 8,850 shares (Indirect, By Trust)

Footnotes (1)

1. F1. Consists of restricted stock units that vest on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Key Figures

Director stock grant: 5,468 shares Grant price: $0.0000 per share Direct holdings after grant: 5,468 shares +1 more

4 metrics

Director stock grant 5,468 shares Class B Common Stock grant (RSUs) to Austin M. Ramirez

Grant price $0.0000 per share Compensation grant, not open-market purchase

Direct holdings after grant 5,468 shares Class B Common Stock held directly by Ramirez

Indirect trust holdings 8,850 shares Class B Common Stock held indirectly by trust

Key Terms

restricted stock units, Class B common stock, annual shareholder meeting, Board of Directors

4 terms

restricted stock units financial

"Consists of restricted stock units that vest on the earlier of the one-year anniversary"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class B common stock financial

"The units will be settled in shares of Class B common stock."

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

annual shareholder meeting financial

"the Company's annual shareholder meeting for the year following the date of grant"

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

Board of Directors financial

"continued service as a member of the Company's Board of Directors through the vesting date"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

FAQ

What insider transaction did Schneider National (SNDR) report for Austin M. Ramirez?

Austin M. Ramirez received a grant of 5,468 Class B shares in the form of restricted stock units as director compensation. These units vest based on time and board service and will be settled in Class B common stock, rather than representing an open-market share purchase.

How many Schneider National (SNDR) shares did Austin M. Ramirez acquire in this Form 4?

Ramirez acquired 5,468 shares of Class B common stock via a grant coded as an award (transaction code A). The grant price is listed as $0.0000 per share, indicating compensation rather than a cash purchase on the open market.

What are the vesting terms of Austin M. Ramirez’s Schneider (SNDR) restricted stock units?

The restricted stock units vest on the earlier of two dates: the one-year anniversary of the grant date or the Company’s next annual shareholder meeting. Vesting is conditioned on Ramirez continuing to serve as a member of Schneider’s Board of Directors through the vesting date.

How will Austin M. Ramirez’s Schneider (SNDR) restricted stock units be settled?

The restricted stock units will be settled in shares of Class B common stock once vested. This means Ramirez will ultimately receive Class B shares instead of cash, directly linking this award to Schneider National’s equity performance over time.

What are Austin M. Ramirez’s direct and indirect Schneider (SNDR) holdings after this filing?

Following the reported transactions, Ramirez holds 5,468 Class B shares directly from the grant. He also has an indirect interest in 8,850 Class B shares held by a trust, reflecting an additional layer of ownership separate from his direct board compensation.

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Accepted by SEC EDGAR 05/04/2026 - 12:03 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^*

Ramirez Austin M

(Last) (First) (Middle)

3101 S. PACKERLAND DR.

(Street)

GREEN BAY WISCONSIN 54313

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

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

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

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

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	04/30/2026		A		5,468(1)	A	$0.00	5,468	D
Class B Common Stock								8,850	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. Consists of restricted stock units that vest on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Remarks:

	Thomas Jackson by POA for Austin M. Ramirez	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)