Schneider National (SNDR) EVP receives RSU grant and withholds shares for tax payments

Rhea-AI Filing Summary

Schneider National, Inc. executive James Scott Filter, EVP and President of Transportation and Logistics, reported equity compensation changes involving Class B common stock. On February 13, 2026, he acquired 20,014 shares through a grant of restricted stock units that will vest in three equal annual installments starting February 15, 2026, and be settled in Class B shares.

On February 15, 2026, he had several tax-withholding dispositions of Class B shares at $28.73 per share to cover tax liabilities upon vesting of prior restricted stock unit awards from 2022, 2023, 2024, and 2025. These are coded as tax payments, not open-market sales. After these transactions, he continued to hold a substantial number of shares directly, and additional shares are held indirectly by 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^*

Filter James Scott

(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, Pres. Transp. and Log.

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		20,014(1)	A	$0.00	203,112	D
Class B Common Stock	02/15/2026		F		2,990(2)	D	$28.73	200,122	D
Class B Common Stock	02/15/2026		F		681(3)	D	$28.73	199,441	D
Class B Common Stock	02/15/2026		F		6,327(4)	D	$28.73	193,114	D
Class B Common Stock	02/15/2026		F		1,955(5)	D	$28.73	191,159	D
Class B Common Stock								18,513	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. 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 James Filter	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.
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FAQ

What insider transactions did SNDR executive James Scott Filter report?

James Scott Filter reported a grant of 20,014 restricted stock units in Class B common stock and several related tax-withholding dispositions of shares at $28.73 per share tied to vesting of prior equity awards.

Was the SNDR insider transaction a stock sale or tax withholding event?

The Form 4 shows tax-withholding dispositions, not open-market stock sales. Shares were withheld at $28.73 per share to satisfy tax liabilities when earlier restricted stock unit awards vested in 2022, 2023, 2024, and 2025.

What equity award did SNDR grant to James Scott Filter on February 13, 2026?

He received an award of 20,014 restricted stock units of Schneider National Class B common stock. These units vest in three equal annual installments beginning February 15, 2026, and will be settled in shares of Class B common stock upon vesting.

How do the new SNDR restricted stock units for James Scott Filter vest?

The 20,014 restricted stock units vest in equal annual installments on the first, second, and third anniversaries of February 15, 2026, contingent on continued employment through each vesting date. Upon vesting, the units will be settled in Class B common stock.

Does James Scott Filter hold Schneider National (SNDR) stock indirectly?

Yes. In addition to his direct holdings, the filing reports indirect ownership of Class B common stock held "By Trust." The entry reflects shares attributed through a trust structure, separate from his directly held Schneider National shares.

What transaction codes appear in the SNDR Form 4 for James Scott Filter?

The filing uses code A for a grant or award acquisition of restricted stock units and code F for dispositions to cover tax liabilities. The F-coded transactions indicate shares delivered to pay taxes on previously granted restricted stock units.