Schneider National (SNDR) CFO reports stock award and tax-withholding share disposals

Rhea-AI Filing Summary

Schneider National, Inc. executive vice president and chief financial officer Darrell George Campbell reported equity compensation activity and related tax-withholding transactions in Class B common stock. On February 13, 2026, he acquired 24,365 shares through a grant or award at a stated price of $0.00 per share. According to the footnotes, this consists of restricted stock units that will vest in three equal annual installments beginning on February 15, 2026, and will be settled in Class B common shares.

On February 15, 2026, he disposed of 733, 2,200, and 1,844 shares of Class B common stock at $28.73 per share in three separate transactions coded “F.” The filing describes these as shares withheld to satisfy tax liabilities upon vesting of restricted stock units originally granted on February 15 of 2023, 2024, and 2025. After these transactions, Campbell continued to hold tens of thousands of shares 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

OMB APPROVAL

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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^*

Campbell Darrell George

(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 - CFO

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		24,365(1)	A	$0.00	77,052	D
Class B Common Stock	02/15/2026		F		733(2)	D	$28.73	76,319	D
Class B Common Stock	02/15/2026		F		2,200(3)	D	$28.73	74,119	D
Class B Common Stock	02/15/2026		F		1,844(4)	D	$28.73	72,275	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, 2023 award of restricted stock units.

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

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

Remarks:

	Thomas Jackson by POA for Darrell Campbell	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did SNDR EVP-CFO Darrell Campbell report on this Form 4?

Darrell Campbell reported one equity award and three related tax-withholding share dispositions. He received 24,365 Class B shares via a grant, then had 733, 2,200, and 1,844 shares withheld to cover taxes as restricted stock units from prior years vested.

How many Schneider National (SNDR) shares did the CFO acquire in the latest award?

The CFO acquired 24,365 shares of Class B common stock through a grant or award. Footnotes clarify this represents restricted stock units that vest in three equal annual installments starting February 15, 2026, and will be settled in Schneider National Class B common shares.

Why did Schneider National CFO Darrell Campbell dispose of SNDR shares in this filing?

The reported share disposals were tax-withholding transactions tied to vesting equity. The filing states shares were withheld to satisfy tax liabilities when restricted stock units granted on February 15 of 2023, 2024, and 2025 vested, at a transaction price of $28.73 per share.

What was the transaction price for Darrell Campbell’s SNDR share dispositions?

Each of the three tax-withholding dispositions was executed at $28.73 per share. These involved 733, 2,200, and 1,844 shares of Schneider National Class B common stock, withheld to cover tax liabilities as previously granted restricted stock units vested into common shares.

How are the newly granted SNDR restricted stock units structured for vesting?

The restricted stock units vest in three equal annual installments beginning February 15, 2026. Vesting is conditioned on continued employment through each vesting date, and once vested, the units will be settled in shares of Schneider National’s Class B common stock as described in the footnote.

Does the Form 4 indicate whether SNDR’s CFO still holds shares after these transactions?

Yes, the Form 4 reports direct ownership totals after each transaction, showing that tens of thousands of Class B shares remain held. For example, one line lists 77,052 shares following the award transaction, with later lines reflecting updated direct holdings after tax-withholding share disposals.