Schneider National director granted 5,468 RSUs

DePrey Mary P. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

DePrey Mary P. reported acquisition or exercise transactions in this Form 4 filing.

Schneider National, Inc. director and ten percent owner Mary P. DePrey reported a routine equity award. She received 5,468 restricted stock units of Class B common stock as a grant, which will vest on the earlier of the one-year anniversary of the grant date or the company’s next annual shareholder meeting, subject to continued board service. The units will be settled in shares of Class B common stock. After this award, she holds 614,546 Class B shares directly and 807,100 Class B shares indirectly through trusts.

Insider Trade Summary

Grant/Award: 5,468 shares

Grant/Award 2 txns

Insider DePrey Mary P.

Role Director, 10% Owner

Type	Security	Shares	Price	Value
Grant/Award	Class B Common Stock	5,468	$0.00	$0.00
holding	Class B Common Stock	--	--	--

Holdings After Transaction: Class B Common Stock — 614,546 shares (Direct); Class B Common Stock — 807,100 shares (Indirect, By Trusts)

Footnotes (1)

1. F1. Consists of restricted stock units that vest on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Key Figures

RSUs granted: 5,468 units Grant price: $0.0000 per unit Direct holdings after grant: 614,546 shares +1 more

4 metrics

RSUs granted 5,468 units Restricted stock units of Class B common stock granted

Grant price $0.0000 per unit Reported price per restricted stock unit

Direct holdings after grant 614,546 shares Class B common stock held directly after transaction

Indirect holdings by trusts 807,100 shares Class B common stock held indirectly through trusts

Key Terms

restricted stock units, Class B Common Stock, annual shareholder meeting, ten percent owner

4 terms

restricted stock units financial

"Consists of restricted stock units that vest on the earlier of the one-year anniversary"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class B Common Stock financial

"The units will be settled in shares of Class B common stock"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

annual shareholder meeting financial

"the Company's annual shareholder meeting for the year following the date of grant"

A yearly gathering where a company’s owners (shareholders) and its leaders meet to review performance, approve key decisions like electing directors, and vote on issues such as executive pay or major policy changes. Think of it as an annual town hall for people who own part of the business: investors use it to ask questions, influence direction through votes, and gauge management’s plans and transparency, all of which can affect the stock’s outlook.

ten percent owner financial

"Mary P. DePrey is listed as a ten percent owner and director"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did SNDR director Mary P. DePrey report?

Mary P. DePrey reported receiving 5,468 restricted stock units of Schneider National Class B common stock as a grant. This compensation-related award carries a zero-dollar grant price and is scheduled to vest based on time and service conditions tied to board membership.

How many Schneider National (SNDR) shares does Mary P. DePrey hold after this filing?

After the reported award, Mary P. DePrey holds 614,546 Class B common shares directly and 807,100 Class B common shares indirectly through trusts. These positions reflect her status as both a director and a ten percent owner of Schneider National.

What are the vesting terms of Mary P. DePrey’s 5,468 RSUs in SNDR?

The 5,468 restricted stock units vest on the earlier of the one-year anniversary of the grant date or Schneider National’s annual shareholder meeting following the grant. Vesting requires her continued service on the company’s Board of Directors through the applicable vesting date.

How will Mary P. DePrey’s RSUs in Schneider National be settled?

The restricted stock units granted to Mary P. DePrey will be settled in shares of Schneider National Class B common stock upon vesting. This means she will receive actual Class B shares rather than cash, increasing her equity stake if the vesting conditions are satisfied.

Is Mary P. DePrey’s SNDR Form 4 transaction a market purchase or sale?

The Form 4 reflects a grant or award acquisition of 5,468 restricted stock units, not an open-market purchase or sale. The transaction code is “A,” indicating compensation-related equity, with a reported price per unit of $0.0000 rather than a market trade price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/04/2026 - 09:57 AM EDT Learn about SEC filing dates

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^*

DePrey Mary P.

(Last) (First) (Middle)

3101 PACKERLAND DRIVE

(Street)

GREEN BAY WISCONSIN 54313

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/30/2026		A		5,468(1)	A	$0.00	614,546	D
Class B Common Stock								807,100	I	By Trusts

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 on the earlier of the one-year anniversary of the date of grant and the Company's annual shareholder meeting for the year following the date of grant, subject to the reporting person's continued service as a member of the Company's Board of Directors through the vesting date. The units will be settled in shares of Class B common stock.

Remarks:

	Thomas Jackson by POA for Mary P. DePrey	05/04/2026
	** 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.
* Form 4: SEC 1474 (03-26)