EVP Human Resources Fish Angela M was granted 636 units of Class B Common Stock, exercised 15,203 units of Class B Common Stock at a strike of $25.91 and sold $426,984 worth of Class B Common Stock (14,119 units at $30.24), increasing direct ownership by 3% to 58,095 units (SEC Form 4)
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Trucking Freight/Courier Services
Industrials
| 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*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 05/01/2026 | A | 636(1) | A | $0.00 | 57,011 | D | |||
| Class B Common Stock | 05/04/2026 | M | 6,725 | A | $25.91 | 63,736 | D | |||
| Class B Common Stock | 05/04/2026 | S | 6,250 | D | $30.0064(2) | 57,486 | D | |||
| Class B Common Stock | 05/05/2026 | M | 8,478 | A | $25.91 | 65,964 | D | |||
| Class B Common Stock | 05/05/2026 | S | 7,869 | D | $30.4288(3) | 58,095 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (Right to Buy) | $25.91 | 05/04/2026 | M | 6,725 | (4) | 02/15/2032 | Class B Common Stock | 6,725 | $0.00 | 8,478 | D | ||||
| Employee Stock Option (Right to Buy) | $25.91 | 05/05/2026 | M | 8,478 | (4) | 02/15/2032 | Class B Common Stock | 8,478 | $0.00 | 0.00 | D | ||||
| 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. This transaction was executed in multiple trades at prices ranging from $30.00 USD to $30.02 USD; the price reported above reflects the weighted average sale price. |
| 3. This transaction was executed in multiple trades at prices ranging from $30.18 USD to $30.66 USD; the price reported above reflects the weighted average sale price. |
| 4. These options vested in equal annual installments on each of the first four anniversaries of February 15, 2022. |
| Remarks: |
| Thomas Jackson by POA for Angela M. Fish | 05/05/2026 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||