Zimmermann trusts (NYSE: SNDR) report major Schneider National ownership stakes

Rhea-AI Filing Summary

Schneider National, Inc. insider Kathleen M. Zimmermann and related trusts updated their ownership of the company’s Class B common stock. Zimmermann is reported as beneficially owning 19,663,754 shares, representing 18.1% of the Class B shares outstanding, with 612,759 shares under sole voting and dispositive power and 19,050,995 under shared power.

The Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann reports beneficial ownership of 8,400,000 shares, representing 8.3% of the Class B class on an as-converted basis, while the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann reports 9,367,085 shares, or 9.4%. Class A shares held through a voting trust automatically convert into Class B shares on a one-for-one basis upon transfer.

Between February 1, 2025 and January 31, 2026, Zimmermann acquired 8,012 Class B shares from restricted stock unit settlements as director compensation under the 2017 Omnibus Incentive Plan and received 61,147 Class B shares by gift. As of January 31, 2026, the reporting persons together beneficially owned 16,605,900 Class A shares and 3,057,854 Class B shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

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)

01/15/2026

(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

Zimmermann Kathleen M.

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 612,759.00
8	Shared Voting Power 19,050,995.00
9	Sole Dispositive Power 612,759.00
10	Shared Dispositive Power 19,050,995.00

11

Aggregate amount beneficially owned by each reporting person

19,663,754.00

12

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

13

Percent of class represented by amount in Row (11)

18.1 %

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 Kathleen M. Zimmermann

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 Kathleen M. Zimmermann

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 2,361,185.00
8	Shared Voting Power 7,005,900.00
9	Sole Dispositive Power 9,367,085.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

9,367,085.00

12

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

13

Percent of class represented by amount in Row (11)

9.4 %

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: Kathleen M. Zimmermann: 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 2,445,095 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 2,445,095 shares of Class B Common Stock. The shares reported in Item 11 exclude 244,350 shares of Class B Common Stock held by Reporting Person's spouse, over which he has sole voting and dispositive power. 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 Kathleen M. Zimmermann: 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 Kathleen M. Zimmermann: 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 2,361,185 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. 9 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 Kathleen M. Zimmermann, a Wisconsin trust (the "Childrens Trust"), the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann (the "2000 Trust," and together with the Childrens Trust, the "Trusts"), and Kathleen M. Zimmermann, 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 (the "Issuer"). Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 9 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. 9 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. Zimmermann 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 acquired 61,147 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 3,057,854 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.

Zimmermann Kathleen M.

Signature:	/s/ Kathleen M. Zimmermann
Name/Title:	Kathleen M. Zimmermann
Date:	01/31/2026

Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann

Signature:	/s/ Kathleen M. Zimmermann
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 Kathleen M. Zimmermann

Signature:	/s/ Kathleen M. Zimmermann
Name/Title:	Co-Trustee
Date:	01/31/2026

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

FAQ

How many Schneider National (SNDR) Class B shares does Kathleen M. Zimmermann beneficially own?

Kathleen M. Zimmermann is reported as beneficially owning 19,663,754 shares of Schneider National Class B common stock, representing 18.1% of that class. This includes 612,759 shares with sole voting and dispositive power and 19,050,995 shares with shared voting and/or dispositive power.

What Schneider National (SNDR) stake is held by the Donald J. Schneider Childrens Trust #2 for Zimmermann?

The Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann reports beneficial ownership of 8,400,000 shares, representing 8.3% of Schneider National Class B common stock on an as-converted basis. These holdings are represented by trust certificates in a voting trust holding Class A shares convertible one-for-one into Class B.

What Schneider National (SNDR) holdings are reported by the Donald J. Schneider 2000 Trust for Zimmermann?

The Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann reports beneficial ownership of 9,367,085 shares, representing 9.4% of the Class B common stock on an as-converted basis. Its reported voting and dispositive powers are allocated between Class A and Class B shares held through a voting trust and directly.

How did Kathleen M. Zimmermann’s Schneider National (SNDR) ownership change during 2025–2026?

Between February 1, 2025 and January 31, 2026, Kathleen M. Zimmermann acquired 8,012 Class B shares through restricted stock unit settlements and 61,147 Class B shares by gift. These additions reflect compensation for board service and personal gifting activity affecting her reported beneficial ownership.

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

The filing explains that each Schneider National Class A share will automatically convert into one Class B share upon transfer in exchange for a corresponding trust certificate. Reporting persons hold Class A indirectly via voting trust certificates, and percentages are calculated on an as-converted Class B basis.

What total Schneider National (SNDR) shares do the reporting persons hold as of January 31, 2026?

As of January 31, 2026, the reporting persons collectively beneficially owned 16,605,900 shares of Class A common stock and 3,057,854 shares of Class B common stock. Class A is held through a voting trust and is convertible into Class B on a one-for-one basis upon certain transfers.

What share count did Schneider National (SNDR) use to calculate the ownership percentages?

The reported ownership percentages are based on 92,270,093 shares of Schneider National Class B common stock outstanding as of October 23, 2025, as disclosed in the company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on October 30, 2025.