Schneider National (SNDR) EVP-CAO reports 1,239-share tax withholding

Rhea-AI Filing Summary

Schneider National, Inc. reported an insider transaction involving its EVP - CAO. On 01/02/2026, the officer had 1,239 shares of Class B common stock disposed of at $26.53 per share, coded as an "F" transaction. The filing explains that these shares were automatically withheld to satisfy tax liabilities under a restricted stock unit executive award agreement when restricted stock units vested after the employee reached retirement eligibility. Following this tax withholding, the officer beneficially owns 159,862 shares of Class B common stock directly.

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^*

Reich Robert M JR

(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 - CAO

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		F(1)		1,239	D	$26.53	159,862	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. Reflects shares automatically withheld to satisfy tax liabilities, in accordance with the terms of the Schneider National, Inc. Restricted Stock Unit Executive Award Agreement, upon the release of restrictions on vesting of restricted stock units after an employee reaches retirement eligibility.

Remarks:

	Thomas Jackson by POA for Robert Reich	01/06/2026
	** 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).
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FAQ

What insider transaction did Schneider National (SNDR) report in this Form 4?

The filing reports that the EVP - CAO had 1,239 shares of Schneider National Class B common stock disposed of on 01/02/2026, at a price of $26.53 per share, coded as an "F" transaction.

Why were 1,239 SNDR shares disposed of by the reporting person?

The 1,239 shares were automatically withheld to satisfy tax liabilities, as provided under the Schneider National, Inc. Restricted Stock Unit Executive Award Agreement, when restricted stock units vested after the employee reached retirement eligibility.

How many Schneider National (SNDR) shares does the officer own after this transaction?

After the reported transaction, the officer beneficially owns 159,862 shares of Schneider National Class B common stock, held directly.

What does transaction code "F" mean in this Schneider National (SNDR) Form 4?

In this filing, transaction code "F" indicates that shares were withheld by the issuer to cover tax obligations arising from the vesting of restricted stock units.

What is the reporting person’s relationship to Schneider National (SNDR)?

The reporting person is identified as an officer of Schneider National, Inc., holding the title EVP - CAO.

Was this Schneider National (SNDR) Form 4 filed by one or multiple reporting persons?

The document states that the Form 4 was filed by one reporting person, with the signature line showing Thomas Jackson by POA for Robert Reich.