Schneider National (SNDR) heir updates 16.8% Class B stake and family trusts

Rhea-AI Filing Summary

Schneider National insider ownership has been updated in this amended Schedule 13D. Paul J. Schneider now reports beneficial ownership of 18,317,686 shares of Schneider National Class B common stock equivalents, representing 16.8% of the Class B shares outstanding as of October 23, 2025.

This total includes shares held directly by Paul J. Schneider and indirectly through the Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider and the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider. The trusts’ interests in Class A shares are represented by voting trust certificates that convert into Class B shares on a one-for-one basis upon transfer.

The amendment also reports that between February 1, 2025 and January 31, 2026, Mr. Schneider received 63,953 Class B shares by gift and made gifts of 27,800 Class B shares, and discloses additional Class B share gifts totaling 179,900 between August 23, 2022 and December 31, 2024.

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
Milwaukee, 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

Schneider Paul J.

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 431,916.00
8	Shared Voting Power 17,885,770.00
9	Sole Dispositive Power 431,916.00
10	Shared Dispositive Power 17,885,770.00

11

Aggregate amount beneficially owned by each reporting person

18,317,686.00

12

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

13

Percent of class represented by amount in Row (11)

16.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 80689H102

1

Name of reporting person

Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider

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

Comment for Type of Reporting Person:

Trust

SCHEDULE 13D

CUSIP No. 80689H102

1

Name of reporting person

Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider

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 1,195,960.00
8	Shared Voting Power 7,005,900.00
9	Sole Dispositive Power 8,201,860.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,201,860.00

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

Comment for Type of Reporting Person:

Trust

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 1 Comment: Cover Page Notes: Paul J. Schneider: The shares reported in Item 7 consist of shares of Class B Common Stock. The shares reported in Item 8 consist of 16,605,900 shares of Class A Common Stock and 1,279,870 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 his 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 1,279,870 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 Paul J. Schneider: 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 Paul J. Schneider: The shares reported in Item 7 consist of Class B Common Stock. The shares reported in Item 8 consist 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 1,195,960 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 Paul J. Schneider, a Wisconsin trust (the "Childrens Trust"), the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider (the "2000 Trust," and together with the Childrens Trust, the "Trusts"), and Paul J. Schneider, in his 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, Mr. Schneider acquired 63,953 shares of Class B Common Stock by gift and disposed of 27,800 shares of Class B Common Stock by gift. In addition, Mr. Schneider disposed of 179,900 shares of Class B Common Stock by gift between August 23, 2022 and December 31, 2024 not previously reflected in the Original Schedule 13D. As of January 31, 2025, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 1,711,786 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.

Schneider Paul J.

Signature:	/s/ Paul J. Schneider
Name/Title:	Paul J. Schneider
Date:	01/31/2026

Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider

Signature:	/s/ Paul J. Schneider
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 Paul J. Schneider

Signature:	/s/ Paul J. Schneider
Name/Title:	Paul J. Schneider
Date:	01/31/2026

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

FAQ

How many Schneider National (SNDR) shares does Paul J. Schneider beneficially own?

Paul J. Schneider reports beneficial ownership of 18,317,686 Schneider National Class B common stock equivalents, representing 16.8% of the Class B class. This figure includes shares held directly and indirectly through related trusts and voting trust certificates.

What percentage of Schneider National (SNDR) Class B stock is controlled by the reporting persons?

The amended filing states that the reporting persons beneficially own 18,317,686 Class B common stock equivalents, which is 16.8% of Schneider National’s Class B shares outstanding as of October 23, 2025, based on the company’s Form 10-Q disclosure.

What role do the Schneider family trusts play in SNDR share ownership?

The Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider and the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider together hold substantial Class A and Class B interests through voting trust certificates that convert into Class B shares on a one-for-one basis upon transfer.

How did Paul J. Schneider’s Schneider National (SNDR) holdings change through gifts?

Between February 1, 2025 and January 31, 2026, Paul J. Schneider acquired 63,953 Class B shares by gift and disposed of 27,800 Class B shares by gift. The amendment also records additional Class B gifts totaling 179,900 shares from August 23, 2022 to December 31, 2024.

How many Schneider National shares did the reporting persons hold as of January 31, 2025?

As of January 31, 2025, the reporting persons beneficially owned 16,605,900 shares of Class A common stock and 1,711,786 shares of Class B common stock. The Class A interests are represented by voting trust certificates that can convert into Class B shares upon transfer.

What is the relationship between Schneider National Class A and Class B shares in this filing?

The filing explains that each share of Class A common stock will automatically convert into one share of Class B common stock upon any transfer of that Class A share in exchange for a voting trust certificate, aligning the economic interest across both classes.