Director receives 5,468 RSUs in Schneider (NYSE: SNDR)

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

GIERTZ JAMES R reported acquisition or exercise transactions in this Form 4 filing.

Schneider National director James R. Giertz received a grant of 5,468 restricted stock units of Class B common stock at no cost. These units vest on the earlier of one year from the grant date or the next annual shareholder meeting, assuming he remains on the Board until vesting.

Once vested, the units will be settled in shares of Class B common stock. After this award, Giertz holds a total of 67,213.22 shares of Class B common stock directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider GIERTZ JAMES R

Role null

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

Holdings After Transaction: Class B Common Stock — 67,213.22 shares (Direct, null)

Footnotes (1)

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Key Figures

RSUs granted: 5,468 units Grant price: $0.0000 per share Shares after transaction: 67,213.22 shares +2 more

5 metrics

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

Grant price $0.0000 per share Reported transaction price per share for the RSU award

Shares after transaction 67,213.22 shares Total Class B common stock held directly by James R. Giertz after grant

Transaction code A Form 4 code indicating a grant, award, or other acquisition

Transaction date 2026-04-30 Date of RSU grant reported on Form 4

Key Terms

restricted stock units, Class B Common Stock, Board of Directors, vest

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

"security_title: 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.

Board of Directors financial

"continued service as a member of the Company's Board of Directors through the vesting date"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

vest financial

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

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

Form 4 Insider Transactions: What Each Field Means →

05/04/2026 - 10:01 AM

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^*

GIERTZ JAMES R

(Last)

(First)

(Middle)

3101 SOUTH 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	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	04/30/2026		A		5,468⁽¹⁾	A	$0.00	67,213.22	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 James Giertz	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Schneider National (SNDR) report for James R. Giertz?

Schneider National reported that director James R. Giertz received 5,468 restricted stock units of Class B common stock as a grant. The award carries no cash purchase price and will convert into Class B shares when it vests under the stated conditions.

How many Schneider National (SNDR) shares does James R. Giertz hold after this Form 4?

Following the reported grant, James R. Giertz holds 67,213.22 shares of Schneider National Class B common stock directly. This total reflects the addition of 5,468 restricted stock units that were awarded and will settle in Class B shares when they vest.

What are the vesting terms of James R. Giertz’s Schneider (SNDR) restricted stock units?

The 5,468 restricted stock units vest on the earlier of one year from the grant date or Schneider National’s next annual shareholder meeting. Vesting is conditioned on Giertz’s continued service on the company’s Board of Directors through the applicable vesting date.

What type of security was granted to James R. Giertz by Schneider National (SNDR)?

James R. Giertz was granted restricted stock units tied to Schneider National’s Class B common stock. When these units vest, they will be settled in actual shares of Class B common stock, effectively increasing his direct equity ownership in the company.

Was James R. Giertz’s Schneider (SNDR) award a market purchase or a compensation grant?

The transaction was a compensation-related grant, not a market purchase. The Form 4 uses transaction code “A” for a grant or award, and the units were issued at a price of $0.0000 per share as part of his director compensation package.