Schneider National (SNDR) CEO logs Form 4 share withholding for taxes

Rhea-AI Filing Summary

Schneider National, Inc. President & CEO Mark B. Rourke reported an automatic tax withholding transaction in company stock. On 01/02/2026, 4,628 shares of Class B common stock were disposed of at $26.53 per share, reflecting shares withheld to cover tax liabilities when restricted stock units vested after he reached retirement eligibility.

Following this transaction, Rourke beneficially owns 248,447 Class B shares directly and 876,190 Class B shares indirectly through a trust.

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^*

Rourke Mark B.

(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)
	President & CEO

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)		4,628	D	$26.53	248,447	D
Class B Common Stock								876,190	I	By Trust

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 Mark B. Rourke	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).
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 transaction did Schneider National (SNDR) report in this Form 4?

The President & CEO, Mark B. Rourke, reported the disposition of 4,628 shares of Class B common stock on 01/02/2026.

What was the price for the shares in the Schneider National (SNDR) insider transaction?

The 4,628 Class B shares were disposed of at a price of $26.53 per share.

Why were shares disposed of by the Schneider National (SNDR) CEO?

The filing states the shares were automatically withheld to satisfy tax liabilities when restricted stock units vested after the employee reached retirement eligibility.

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

After the transaction, Mark B. Rourke beneficially owns 248,447 Class B shares directly and 876,190 Class B shares indirectly through a trust.

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

The reporting person, Mark B. Rourke, is identified as an Officer, serving as President & CEO of Schneider National, Inc.

Is this Schneider National (SNDR) Form 4 filed for one or multiple reporting persons?

The form is indicated as filed by one reporting person.

How is indirect ownership in Schneider National (SNDR) reported for the CEO?

The filing reports 876,190 Class B shares held indirectly, noted as By Trust.