[SCHEDULE 13D/A] Schneider National, Inc. Amended Major Shareholder Report

Rhea-AI Filing Summary

Schneider National insider Mary P. DePrey filed an amended Schedule 13D reporting significant ownership of the company’s Class B common stock. She beneficially owns 19,039,000 shares, representing 17.5% of the Class B shares outstanding, through direct holdings and family trusts.

The filing details voting and dispositive power over these shares, with 1,626,000 shares held with sole power and 17,413,000 shares with shared power. It also explains related holdings in Class A shares held via voting trust certificates that automatically convert into Class B shares upon certain transfers.

Between February 1, 2025 and January 31, 2026, DePrey acquired 8,012 Class B shares from restricted stock unit settlements as a director and 30,569 Class B shares by gift. As of January 31, 2026, the reporting persons together beneficially owned 16,605,900 Class A shares and 2,433,100 Class B shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Schneider National, Inc.

(Name of Issuer)

Class B Common Stock, no par value per share

(Title of Class of Securities)

80689H102

(CUSIP Number)

Dennis F. Connolly
Godfrey & Kahn, S.C., 833 East Michigan Street, Suite 1800
Millwaukee, WI, 53202
414-273-3500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/16/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 80689H102

1

Name of reporting person

DePrey Mary P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,626,000.00
8	Shared Voting Power 17,413,000.00
9	Sole Dispositive Power 1,626,000.00
10	Shared Dispositive Power 17,413,000.00

11

Aggregate amount beneficially owned by each reporting person

19,039,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 80689H102

1

Name of reporting person

Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WISCONSIN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,400,000.00
9	Sole Dispositive Power 8,400,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,400,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 80689H102

1

Name of reporting person

Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WISCONSIN

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 723,190.00
8	Shared Voting Power 7,005,900.00
9	Sole Dispositive Power 7,729,090.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,729,090.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class B Common Stock, no par value per share
(b)	Name of Issuer: Schneider National, Inc.
(c)	Address of Issuer's Principal Executive Offices: 3101 SOUTH PACKERLAND DRIVE, GREEN BAY, WISCONSIN , 54313.
Item 2.	Identity and Background
(a)	Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. Includes 1,024,757 shares of Class B Common Stock held in trust for the benefit of the Reporting Person's children for which the Reporting Person serves as sole trustee. The shares reported in Item 8 consist of 16,605,900 shares of Class A Common Stock and 807,100 shares of Class B Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by trusts for the benefit of the Reporting Person and her descendants of which the Reporting Person is a co-trustee. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The shares reported in Item 9 consist of shares of Class B Common Stock. The shares reported in Item 10 consist of 16,605,900 shares of Class A Common Stock and 807,100 shares of Class B Common Stock. The calculation in Item 13 is based on 92,270,093 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and as filed with the SEC on October 30, 2025. Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey: The shares reported in Items 8 and 9 consist of shares of Class A common stock, no par value per share ("Class A Common Stock"), of Schneider National, Inc., a Wisconsin corporation (the "Issuer"). The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The calculation in Item 13 is based on 92,270,093 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and as filed with the SEC on October 30, 2025. Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. The shares reported in Item 8 consist of shares of Class A Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The shares reported in Item 9 consist of 7,005,900 shares of Class A Common Stock and 723,190 shares of Class B Common Stock. The calculation in Item 13 is based on 92,270,093 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 23, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 and as filed with the SEC on October 30, 2025. Explanatory Note: This Amendment No. 8 to Schedule 13D amends and supplements the Schedule 13D originally filed on April 21, 2017 and as subsequently amended (the "Original Schedule 13D"), and is being filed jointly on behalf of the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, a Wisconsin trust (the "Childrens Trust"), the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey (the "2000 Trust, " and together with the Childrens Trust, the "Trusts"), and Mary P. DePrey, in her individual capacity and as a co-trustee of the Trusts (together the "Reporting Persons"), relating to the shares of Class A common stock, no par value per share ("Class A Common Stock"), and Class B common stock, no par value per share ("Class B Common Stock"), of Schneider National, Inc., a Wisconsin corporation. Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 8 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 8 to Schedule 13D is incorporated herein by this reference.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Original Schedule 13D is supplemented with the following: Between February 1, 2025 and January 31, 2026, Ms. DePrey acquired 8,012 shares of Class B Common Stock in settlement of restricted stock units received as compensation under the Schneider National, Inc. 2017 Omnibus Incentive Plan in her capacity as a director of the Issuer and 30,569 shares of Class B Common Stock by gift. As of January 31, 2026, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 2,433,100 shares of Class B Common Stock.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DePrey Mary P.

Signature:	/s/ Mary P. DePrey
Name/Title:	Mary P. DePrey
Date:	01/31/2026

Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey

Signature:	/s/ Mary P. DePrey
Name/Title:	Co-Trustee
Date:	01/31/2026

Signature:	/s/ Joan D. Klimpel
Name/Title:	Co-Trustee
Date:	01/31/2026

Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey

Signature:	/s/ Mary P. DePrey
Name/Title:	Co-Trustee
Date:	01/31/2026

Signature:	/s/ Joan D. Klimpel
Name/Title:	Co-Trustee
Date:	01/31/2026

FAQ

What does Schneider National (SNDR) this Schedule 13D/A amendment report for Mary P. DePrey?

It reports updated ownership information for Mary P. DePrey in Schneider National. She now beneficially owns 19,039,000 shares of Class B common stock, equal to 17.5% of that class, held directly and through family trusts with specified voting and dispositive powers.

How many Schneider National (SNDR) shares does Mary P. DePrey beneficially own and what percentage is this?

Mary P. DePrey beneficially owns 19,039,000 shares of Schneider National Class B common stock. This represents 17.5% of the Class B shares outstanding, based on 92,270,093 Class B shares reported as outstanding as of October 23, 2025 in the company’s quarterly report.

What changes in Schneider National (SNDR) shareholdings occurred for Mary P. DePrey between 2025 and early 2026?

Between February 1, 2025 and January 31, 2026, Mary P. DePrey acquired 8,012 Class B shares from restricted stock unit settlements and 30,569 Class B shares by gift. These additions slightly increased her overall beneficial ownership position in Schneider National.

How are Schneider National (SNDR) Class A and Class B shares treated in Mary P. DePrey’s ownership structure?

Some holdings are in Class A common stock represented by voting trust certificates. Each Class A share will automatically convert into one Class B share upon transfer in exchange for a corresponding trust certificate, so the filing describes Class A positions in terms of potential Class B equivalents.

What do the Donald J. Schneider trusts hold in Schneider National (SNDR) for the benefit of Mary P. DePrey?

The Donald J. Schneider Children’s Trust #2 for Mary P. DePrey beneficially owns 8,400,000 Class A shares, or 8.3% of the referenced base. The Donald J. Schneider 2000 Trust for her benefit holds 7,729,090 shares, representing 7.8%, with specified sole and shared voting and dispositive powers.

What is the total Schneider National (SNDR) ownership reported across all reporting persons in this amendment?

As of January 31, 2026, the reporting persons together beneficially owned 16,605,900 shares of Class A common stock and 2,433,100 shares of Class B common stock. Class A shares are held via voting trust certificates and are convertible into Class B shares on a one-for-one basis upon certain transfers.