Schneider National (SNDR) EVP logs RSU grant and tax-withholding share disposals

Rhea-AI Filing Summary

Schneider National EVP-Chief Innovation, Tech Shaleen Devgun reported a mix of equity award activity and tax-related share dispositions in Class B common stock. On February 13, 2026, he acquired 13,053 shares through a grant of restricted stock units that vest in equal annual installments on each of the first three anniversaries of February 15, 2026 and will be settled in Class B common stock.

On February 15, 2026, he disposed of shares through four separate tax-withholding transactions at $28.73 per share, covering 1,455, 908, 4,146, and 2,136 shares to satisfy tax liabilities upon vesting of prior restricted stock unit awards granted in 2022, 2023, 2024, and 2025. Following these transactions, he continued to hold tens of thousands of shares directly and additional shares indirectly through 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

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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^*

Devgun Shaleen

(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-Chief Innovation, Tech

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		13,053(1)	A	$0.00	56,679	D
Class B Common Stock	02/15/2026		F		1,455(2)	D	$28.73	55,224	D
Class B Common Stock	02/15/2026		F		908(3)	D	$28.73	54,316	D
Class B Common Stock	02/15/2026		F		4,146(4)	D	$28.73	50,170	D
Class B Common Stock	02/15/2026		F		2,136(5)	D	$28.73	48,034	D
Class B Common Stock								113,372	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, 2023 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, 2025 award of restricted stock units.

Remarks:

	Thomas Jackson by POA for Shaleen Devgun	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 Shaleen Devgun report on this Form 4?

Schneider National executive Shaleen Devgun reported a grant of 13,053 Class B shares through restricted stock units and four tax-withholding dispositions of 1,455, 908, 4,146, and 2,136 shares of Class B common stock related to vesting of prior awards.

Was the SNDR Form 4 for Shaleen Devgun an open-market stock sale?

No, the reported share disposals were tax-withholding transactions, not open‑market sales. Shares were withheld at $28.73 per share to satisfy tax liabilities when earlier restricted stock unit awards vested, rather than being sold in discretionary market trades.

What equity award did SNDR grant to EVP Shaleen Devgun in February 2026?

On February 13, 2026, Shaleen Devgun received a grant of 13,053 restricted stock units tied to Class B common stock. These units vest in three equal annual installments on the first three anniversaries of February 15, 2026, subject to continued employment.

At what price were the SNDR shares withheld for Shaleen Devgun’s tax obligations?

The shares withheld for tax obligations were valued at $28.73 per share. This price applied to the four tax‑withholding dispositions on February 15, 2026, related to vesting of restricted stock unit awards granted in 2022, 2023, 2024, and 2025.

How many Schneider National shares does Shaleen Devgun hold after these transactions?

After the direct transactions, Shaleen Devgun’s direct Class B common stock holdings were reported at 48,034 to 56,679 shares across entries, and 113,372 shares were reported as held indirectly by trust, reflecting both direct and trust ownership positions.

How are trust-held SNDR shares reported for Shaleen Devgun on this Form 4?

Trust-held Schneider National shares are reported as indirect ownership, labeled “By Trust.” One line shows 113,372 Class B common shares following the transactions, distinguishing these from Devgun’s directly held shares and clarifying the nature of his beneficial ownership.