Executive at Schneider (NYSE: SNDR) gets 3,916-share grant, pays taxes in stock

Rhea-AI Filing Summary

Schneider National, Inc. executive Shelly A. Dumas Magnin, VP and Corporate Controller, reported multiple equity-related transactions in Class B common stock. On February 13, 2026, she acquired 3,916 shares through a restricted stock unit award that vests in three equal annual installments starting February 15, 2026.

On February 15, 2026, she had shares withheld to cover tax liabilities upon vesting of prior restricted stock unit awards from 2022–2025, disposing of 680, 813, 714, and 461 shares at a price of $28.73 per share. Following these transactions, she directly owned 27,122 Class B shares.

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^*

Dumas Magnin Shelly A

(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)
	VP and Corporate Controller

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		3,916(1)	A	$0.00	29,790	D
Class B Common Stock	02/15/2026		F		680(2)	D	$28.73	29,110	D
Class B Common Stock	02/15/2026		F		813(3)	D	$28.73	28,297	D
Class B Common Stock	02/15/2026		F		714(4)	D	$28.73	27,583	D
Class B Common Stock	02/15/2026		F		461(5)	D	$28.73	27,122	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)
				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, 2023 award of restricted stock units.

3. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2024 award of restricted stock units.

4. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2025 award of restricted stock units.

5. Shares withheld to satisfy tax liabilities upon vesting of February 15, 2022 award of restricted stock units.

Remarks:

	Thomas Jackson by POA for Shelly Dumas Magnin	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).
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FAQ

What insider transactions did Shelly Dumas Magnin report for Schneider National (SNDR)?

Shelly Dumas Magnin reported one stock award and four tax-related share withholdings. She received 3,916 Class B shares via a restricted stock unit grant, then had several blocks of shares withheld on February 15, 2026 to satisfy tax liabilities from earlier RSU vestings.

How many Schneider National (SNDR) shares did the executive acquire in the latest Form 4?

The executive acquired 3,916 Class B shares through a restricted stock unit award. These units were granted on February 13, 2026 and will vest in three equal annual installments beginning February 15, 2026, with settlement to occur in Class B common stock upon vesting.

Were the Schneider National (SNDR) share disposals open-market sales?

No, the reported disposals were tax-withholding share transfers, not open-market sales. On February 15, 2026, multiple F-coded transactions reflected shares withheld at $28.73 per share to satisfy tax liabilities tied to restricted stock units granted in 2022, 2023, 2024, and 2025.

What is the vesting schedule for the new Schneider National (SNDR) restricted stock units?

The 3,916 restricted stock units vest over three years. According to the filing, they vest in equal annual installments on each of the first three anniversaries of February 15, 2026, provided the employee continues employment, and will be settled in Class B common stock.

How many Schneider National (SNDR) shares does Shelly Dumas Magnin own after these Form 4 transactions?

After the reported transactions, she directly owns 27,122 Class B shares. This figure reflects the impact of the restricted stock unit award and the subsequent tax-withholding dispositions recorded on February 15, 2026, as shown by the latest post-transaction share balance.

What do the F transaction codes mean in Schneider National (SNDR) Form 4?

The F codes indicate shares withheld to pay taxes or exercise costs. In this case, each F-coded transaction on February 15, 2026 represents Class B shares withheld at $28.73 per share to satisfy tax liabilities from earlier restricted stock unit awards rather than discretionary selling.