Schneider National (SNDR) EVP-CAO logs 14,097-share grant and tax-withholding stock disposals

Rhea-AI Filing Summary

Schneider National EVP-CAO Robert M. Reich Jr. reported several equity compensation transactions in Class B common stock. On February 13, 2026, he acquired 14,097 shares through a grant with a price of 0.0000 per share, described as a grant or award acquisition. The related footnote explains these are restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026, and will be settled in Class B shares.

On February 15, 2026, he had four separate tax-withholding dispositions (transaction code F) totaling multiple blocks of shares at a price of 28.73 per share, with footnotes stating the shares were withheld to satisfy tax liabilities upon vesting of restricted stock unit awards granted in 2022, 2023, 2024, and 2025. After these transactions, his reported direct ownership was 166,036 Class B shares.

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^*

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)
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		14,097(1)	A	$0.00	173,959	D
Class B Common Stock	02/15/2026		F		1,638(2)	D	$28.73	172,321	D
Class B Common Stock	02/15/2026		F		618(3)	D	$28.73	171,703	D
Class B Common Stock	02/15/2026		F		4,285(4)	D	$28.73	167,418	D
Class B Common Stock	02/15/2026		F		1,382(5)	D	$28.73	166,036	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, 2025 award of restricted stock units.

3. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2022 award of restricted stock units.

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

5. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2023 award of restricted stock units.

Remarks:

	Thomas Jackson by POA for Robert Reich	02/18/2026
	** 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 transactions did SNDR executive Robert M. Reich Jr. report?

Robert M. Reich Jr. reported a grant of 14,097 Class B shares on February 13, 2026, and multiple tax-withholding dispositions on February 15, 2026, tied to vesting restricted stock units from prior years.

Was the SNDR Form 4 for Robert M. Reich Jr. a stock sale in the open market?

No, the dispositions were tax-withholding transactions (code F), where shares were withheld to satisfy tax liabilities upon vesting of restricted stock units, not open-market sales, according to the transaction descriptions and related footnotes.

How many Schneider National Class B shares did Robert M. Reich Jr. receive in the latest grant?

He received a grant of 14,097 Class B shares on February 13, 2026, at a stated price of 0.0000 per share, described as a grant, award, or other acquisition of restricted stock units that vest over three years.

How do the new restricted stock units for SNDR’s Robert M. Reich Jr. vest?

The newly granted restricted stock units vest in three equal annual installments on each of the first three anniversaries of February 15, 2026, provided he remains employed through each applicable vesting date, and will be settled in Class B common shares.

What is Robert M. Reich Jr.’s direct Class B shareholding in Schneider National after these transactions?

After the February 2026 grant and tax-withholding dispositions, Robert M. Reich Jr. reported direct ownership of 166,036 shares of Schneider National Class B common stock, as shown in the post-transaction ownership figures in the Form 4 data.

Why were multiple tax-withholding dispositions reported for SNDR on February 15, 2026?

Multiple dispositions on February 15, 2026 were due to shares withheld for taxes upon vesting of restricted stock unit awards originally granted on February 15 of 2022, 2023, 2024, and 2025, according to the detailed footnotes.