Schneider National (NYSE: SNDR) CEO details stock grant, gifts and tax share withholdings

Rhea-AI Filing Summary

Schneider National, Inc. President & CEO Mark B. Rourke reported several Class B common stock transactions. He received a grant of 93,979 restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026, settling in Class B shares.

On the same Form 4, he reported four tax-withholding dispositions of Class B stock on February 15, 2026 at $28.73 per share, used to satisfy tax liabilities on restricted stock units that vested from awards granted in 2022, 2023, 2024, and 2025. He also reported bona fide gifts of 66,918 shares directly and 66,918 shares indirectly through a trust on February 18, 2026, reallocating holdings without any open-market buying or selling.

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

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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)
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		93,979(1)	A	$0.00	342,426	D
Class B Common Stock	02/15/2026		F		12,537(2)	D	$28.73	329,889	D
Class B Common Stock	02/15/2026		F		4,524(3)	D	$28.73	325,365	D
Class B Common Stock	02/15/2026		F		27,745(4)	D	$28.73	297,620	D
Class B Common Stock	02/15/2026		F		9,180(5)	D	$28.73	288,440	D
Class B Common Stock	02/18/2026		G		66,918(6)	D	$0.00	221,522	D
Class B Common Stock	02/18/2026		G		66,918(6)	A	$0.00	943,108	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.

6. Represents shares of Class B Common Stock that vested on February 15, 2026 with respect to restricted stock awards previously granted to the reporting person. The reporting person holds unvested restricted stock directly and vested stock in trust.

Remarks:

	Thomas Jackson by POA for Mark B. Rourke	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).
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FAQ

What insider stock transactions did Schneider National (SNDR) CEO Mark B. Rourke report?

Mark B. Rourke reported a new grant of 93,979 restricted stock units and several dispositions of Class B shares. The dispositions included tax-withholding transactions linked to vesting awards and bona fide gifts made both from his direct holdings and from shares held through a trust.

How many Schneider National (SNDR) shares were granted to CEO Mark B. Rourke?

Mark B. Rourke received 93,979 restricted stock units tied to Schneider National Class B common stock. These units vest in three equal annual installments beginning on February 15, 2026, and will be settled in shares of Class B common stock when they vest, assuming continued employment.

Were Mark B. Rourke’s Schneider National (SNDR) stock moves open-market sales?

No, the reported Schneider National transactions were not open-market sales. They consisted of a stock unit grant, tax-withholding dispositions at $28.73 per share upon RSU vesting, and bona fide gifts of Class B common stock, including transfers through a trust associated with him.

What tax-related share withholdings did Schneider National (SNDR) disclose for its CEO?

The filing shows several F-code transactions where shares were withheld at $28.73 per share. These shares covered tax liabilities upon vesting of restricted stock units granted in 2022, 2023, 2024, and 2025, rather than being discretionary sales into the open market.

How will Mark B. Rourke’s new Schneider National (SNDR) restricted stock units vest?

The 93,979 restricted stock units awarded to Mark B. Rourke vest in equal annual installments over three years. Vesting occurs on each of the first three anniversaries of February 15, 2026, and each vested installment will be settled in Schneider National Class B common stock.

Did Mark B. Rourke make any gifts of Schneider National (SNDR) shares?

Yes, he reported bona fide gifts of Class B common stock dated February 18, 2026. One gift involved 66,918 shares from his direct holdings, and another involved 66,918 shares held indirectly through a trust, reallocating ownership without receiving cash proceeds.