Schneider National (SNDR) Officer RSU Tax Withholding Disclosures

Rhea-AI Filing Summary

Robert M. Reich Jr., Executive Vice President and Chief Administrative Officer of Schneider National, Inc. (SNDR), reported dispositions of restricted Class B common stock on 08/23/2025. The Form 4 shows three share withholdings to satisfy tax liabilities upon vesting of restricted stock units: 140, 65, and 898 shares sold at $25.34 per share, with reported beneficial ownership figures of 162,064, 161,999, and 161,101 shares following the transactions. The filing notes these withholdings were automatic under the company’s Restricted Stock Unit Executive Award Agreement and the Form 4 was signed by a power of attorney on 08/26/2025.

Insights

Financial Analyst

TL;DR: Routine tax-withholding disposals from RSU vesting; immaterial to valuation.

The reported transactions are labeled as F(1) and reflect shares automatically withheld to cover tax obligations when restricted stock units vested. The aggregate disposal (1,103 shares) at $25.34 per share is modest relative to the reported post-transaction beneficial ownership levels and does not indicate a voluntary large-scale sale. For investors, this is a standard compensation-related event rather than a signal of management selling for liquidity. Documentation and timing are consistent with plan terms disclosed in the filing.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting and award agreement terms; procedural and compliant.

The Form 4 explicitly states the nature of the dispositions as automatic withholdings to satisfy tax liabilities under the Schneider Restricted Stock Unit Executive Award Agreement. The reporting person is an officer and director, and the Form 4 was executed by POA on 08/26/2025. From a governance perspective, the filing meets routine insider reporting requirements and includes the explanatory remark required to clarify the withholding nature of the transactions.

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^*

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)
08/23/2025

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	08/23/2025		F(1)		140	D	$25.34	162,064	D
Class B Common Stock	08/23/2025		F(1)		65	D	$25.34	161,999	D
Class B Common Stock	08/23/2025		F(1)		898	D	$25.34	161,101	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	08/26/2025
	** 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).
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 transactions did Robert M. Reich Jr. report on the SNDR Form 4?

The report shows automatic withholdings of 140, 65, and 898 Class B shares to satisfy tax liabilities upon RSU vesting, all dated 08/23/2025.

At what price were the shares withheld in the SNDR Form 4?

Each withheld share transaction is reported at a price of $25.34 per share.

How many shares did Robert Reich beneficially own after the transactions?

The filing lists post-transaction beneficial ownership figures of 162,064, 161,999, and 161,101 shares for the reported lines.

Why were the shares disposed according to the filing?

The filing explains the disposals were automatic withholdings to satisfy tax liabilities under the Schneider Restricted Stock Unit Executive Award Agreement upon vesting when retirement-eligible.

When was the Form 4 signed and filed for Robert Reich's transactions?

The signature on the Form 4 by Thomas Jackson by POA for Robert Reich is dated 08/26/2025, and the transactions occurred on 08/23/2025.