Schneider National EVP Executes Option Exercises and Same‑Day Sales

Rhea-AI Filing Summary

Thomas G. Jackson, identified as EVP – General Counsel of Schneider National (SNDR), reported option exercises and same-day sales of Class B common stock on 08/07/2025. He exercised employee stock options to acquire 19,836 shares at an exercise price of $22.63 and 16,760 shares at an adjusted exercise price of $20.04.

On the same date those acquired shares were sold: 16,760 shares were sold at a weighted average price of $24.4606 (trades ranged $24.29–$24.965) and 19,836 shares were sold at a weighted average price of $24.2832 (trades ranged $24.12–$24.49). The filing notes the $20.04 exercise price reflects a $2.00 per-share special dividend adjustment and discloses vesting schedules for the options. The Form lists resulting beneficial ownership amounts associated with the reported lines.

Insights

Securities Analyst

TL;DR: Routine option exercises followed by immediate sales; proceeds exceed exercise costs at modest per-share gains.

The reporting shows the EVP exercised two tranches of employee stock options (19,836 at $22.63 and 16,760 at $20.04) and sold the same share amounts the same day at weighted average prices of $24.2832 and $24.4606 respectively. The sales generated a before-tax per-share spread versus exercise prices as reported. Activity appears transactional and tied to option vesting rather than an incremental equity issuance.

Corporate Governance Expert

TL;DR: Insider exercises vested options and sells shares; disclosure includes adjustment to exercise price and vesting details.

The Form 4 explicitly documents vesting schedules and an equitable adjustment to one option exercise price to reflect a prior special dividend. The reporting person is an executive officer, and the filing shows both the acquisition (by exercise) and the subsequent disposition of the same share amounts on the same date. This is a disclosure-complete transaction record with standard governance information (vesting, price adjustment, and sale price ranges).

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^*

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)
08/07/2025

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	08/07/2025		M		19,836	A	$22.63	92,706	D
Class B Common Stock	08/07/2025		M		16,760	A	$20.04	109,466	D
Class B Common Stock	08/07/2025		S		16,760	D	$24.4606(1)	92,706	D
Class B Common Stock	08/07/2025		S		19,836	D	$24.2832(2)	72,870	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
Employee Stock Option (Right to Buy)	$22.63	08/07/2025		M			19,836	(3)	02/15/2031	Class B Common Stock	19,836	$0.00	0.00	D
Employee Stock Option (Right to Buy)	$20.04(4)	08/07/2025		M			16,760	(5)	02/14/2030	Class B Common Stock	16,760	$0.00	0.00	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $24.29 USD to $24.965 USD; the price reported above reflects the weighted average sale price.

2. This transaction was executed in multiple trades at prices ranging from $24.12 USD to $24.49 USD; the price reported above reflects the weighted average sale price.

3. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2021.

4. In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $22.04 at the time of the grant to $20.04 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.

5. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2020.

Remarks:

	/s/ Thomas Jackson	08/11/2025
	** 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).
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FAQ

What transactions did Thomas G. Jackson report on the SNDR Form 4?

The report shows option exercises to acquire 19,836 and 16,760 Class B shares and same-day sales of those respective amounts.

At what exercise prices were the options exercised?

Options were exercised at $22.63 for 19,836 shares and at an adjusted price of $20.04 for 16,760 shares.

At what prices were the shares sold?

The 16,760 shares were sold at a weighted average of $24.4606 (trades ranged $24.29–$24.965) and the 19,836 shares at $24.2832 (trades ranged $24.12–$24.49).

Why was one exercise price adjusted to $20.04?

The filing states the Compensation Committee approved an equitable adjustment reducing the exercise price to $20.04 to reflect a $2.00 per-share special dividend paid on November 9, 2020.

What vesting information is disclosed for the options?

The filing notes the options vested in equal annual installments on the first four anniversaries of March 15, 2021 (for one grant) and March 15, 2020 (for the other).

What is the reporting person’s role at SNDR?

The reporting person is listed as EVP – General Counsel.