Schneider National (NYSE: SNDR) chair exercises options, sells 72,994 shares
Rhea-AI Filing Summary
Schneider National, Inc. Executive Chair Mark B. Rourke exercised employee stock options and sold the resulting Class B common stock on August 3–4, 2026. He exercised options covering 72,994 shares at adjusted exercise prices of $24.81 and $20.96 per share, then sold 72,994 shares in open‑market transactions at weighted average prices of $35.1764, $36.1243, $35.9795 and $35.5759 per share, each executed in multiple trades within stated ranges. Footnotes explain that the Compensation Committee approved $2.00 per share equitable reductions to these exercise prices to reflect a November 9, 2020 special dividend on the company’s common stock. Following the reported transactions, 943,108 shares of Class B common stock were held indirectly by a trust.
Positive
- None.
Negative
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Insider Trade Summary
Exercise and Sale: 72,994 shares ($949K approx. pre-tax spread)
Exercise and Sale
13 txns
Insider
Rourke Mark B.
Role
Executive Chair
Sold
72,994 shs ($2.61M)
Approx. gross sale proceeds
$2.61M
Approx. exercise cost
$1.66M
Approx. pre-tax spread
$949K
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Employee Stock Option (Right to Buy) F7 | 13,208 | $0.00 | $0.00 |
| Exercise | Employee Stock Option (Right to Buy) F8 | 24,000 | $0.00 | $0.00 |
| Exercise | Employee Stock Option (Right to Buy) F8 | 15,474 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F3 | 24,000 | $20.96 | $503K |
| Sale | Class B Common Stock F4 | 24,000 | $36.1243 | $867K |
| Exercise | Class B Common Stock F1 | 13,208 | $24.81 | $328K |
| Exercise | Class B Common Stock F3 | 15,474 | $20.96 | $324K |
| Sale | Class B Common Stock F5 | 15,474 | $35.9795 | $557K |
| Sale | Class B Common Stock F6 | 13,208 | $35.5759 | $470K |
| Exercise | Employee Stock Option (Right to Buy) F7 | 20,312 | $0.00 | $0.00 |
| Exercise | Class B Common Stock F1 | 20,312 | $24.81 | $504K |
| Sale | Class B Common Stock F2 | 20,312 | $35.1764 | $715K |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (Right to Buy) — 0 shares (Direct);
Class B Common Stock — 221,522 shares (Direct);
Class B Common Stock — 943,108 shares (Indirect, By Trust)
Footnotes (8)
- F1. In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $26.81 at the time of the grant to $24.81 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.
- F2. This transaction was executed in multiple trades at prices ranging from $35.00 USD to $35.29 USD; the price reported above reflects the weighted average sale price.
- F3. In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $22.96 at the time of the grant to $20.96 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.
- F4. This transaction was executed in multiple trades at prices ranging from $36.00 USD to $36.30 USD; the price reported above reflects the weighted average sale price.
- F5. This transaction was executed in multiple trades at prices ranging from $35.67 USD to $36.17 USD; the price reported above reflects the weighted average sale price.
- F6. This transaction was executed in multiple trades at prices ranging from $35.075 USD to $35.89 USD; the price reported above reflects the weighted average sale price.
- F7. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2018.
- F8. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2019.
Key Figures
Options Exercised: 72,994 shares
Shares Sold: 72,994 shares
Exercise Price: 24.81 per share
+4 more
7 metrics
Options Exercised
72,994 shares
Employee stock options exercised by Mark B. Rourke on August 3–4, 2026
Shares Sold
72,994 shares
Class B common stock sold in open‑market transactions on August 3–4, 2026
Exercise Price
24.81 per share
Adjusted exercise price for certain options after $2.00 special dividend on November 9, 2020
Exercise Price
20.96 per share
Adjusted exercise price for additional options after $2.00 special dividend on November 9, 2020
Indirect Trust Holdings
943,108 shares
Class B common stock held indirectly by trust as of August 3, 2026
Weighted Average Sale Price
35.1764 per share
Weighted average sale price for 20,312 Class B shares sold on August 3, 2026
Special Dividend
2.00 per share
Special dividend on Class A and Class B stock paid November 9, 2020
Key Terms
Employee Stock Option (Right to Buy), weighted average sale price, special dividend, equitable adjustment, +1 more
5 terms
Employee Stock Option (Right to Buy) financial
"security_title: Employee Stock Option (Right to Buy)"
weighted average sale price financial
"the price reported above reflects the weighted average sale price"
special dividend financial
"reflect the $2.00 per share special dividend paid on outstanding shares"
A special dividend is a one-time payment made by a company to its shareholders, usually when it has accumulated excess profits or cash. It is like a bonus or a reward for investors, often signaling that the company has extra funds available. This type of dividend matters because it can indicate a company's financial health or a significant change in its cash situation.
equitable adjustment financial
"the Compensation Committee approved an equitable adjustment to reduce the exercise price"
Compensation Committee financial
"the Compensation Committee approved an equitable adjustment to reduce the exercise price"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transactions did Schneider National (SNDR) Executive Chair Mark B. Rourke report?
Mark B. Rourke reported exercising employee stock options for 72,994 Class B shares and then selling 72,994 shares in open‑market transactions on August 3–4, 2026, combining option exercises with same‑day share sales.
What were the option exercise prices in Rourke’s Schneider National (SNDR) Form 4?
He exercised Schneider National employee stock options at adjusted exercise prices of $24.81 and $20.96 per share, converting these options into Class B common stock before selling an equal number of shares in the market.
Why were Mark B. Rourke’s Schneider National (SNDR) option exercise prices reduced by $2.00?
Footnotes state the Compensation Committee approved $2.00 per‑share reductions to the option exercise prices to reflect a $2.00 special dividend paid on Schneider National Class A and Class B common stock on November 9, 2020.