SEC Form 4 · accession 0001699618-26-000007
Schneider National, Inc. · SNDR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark B. Rourke
Officer — Executive Chair · Director
Period of report
Aug 3, 2026
Accepted (ET)
Aug 5, 2026 · 5:58 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001692063
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1 | Aug 3, 2026 | M | 20,312 | $24.81 | A | 241,834 | D | |
| Class B Common StockF2 | Aug 3, 2026 | S | 20,312 | $35.1764 | D | 221,522 | D | |
| Class B Common StockF3 | Aug 4, 2026 | M | 24,000 | $20.96 | A | 245,522 | D | |
| Class B Common StockF4 | Aug 4, 2026 | S | 24,000 | $36.1243 | D | 221,522 | D | |
| Class B Common StockF1 | Aug 4, 2026 | M | 13,208 | $24.81 | A | 234,730 | D | |
| Class B Common StockF3 | Aug 4, 2026 | M | 15,474 | $20.96 | A | 250,204 | D | |
| Class B Common StockF5 | Aug 4, 2026 | S | 15,474 | $35.9795 | D | 234,730 | D | |
| Class B Common StockF6 | Aug 4, 2026 | S | 13,208 | $35.5759 | D | 221,522 | D | |
| Class B Common Stock | holding | — | — | — | 943,108 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F7 | $24.81 | Aug 3, 2026 | M | 20,312 | D | — | Feb 15, 2028 | Class B Common Stock | 20,312 | 13,208 | D |
| Employee Stock Option (Right to Buy)F7 | $24.81 | Aug 4, 2026 | M | 13,208 | D | — | Feb 15, 2028 | Class B Common Stock | 13,208 | 0 | D |
| Employee Stock Option (Right to Buy)F8 | $20.96 | Aug 4, 2026 | M | 24,000 | D | — | Feb 15, 2029 | Class B Common Stock | 24,000 | 15,474 | D |
| Employee Stock Option (Right to Buy)F8 | $20.96 | Aug 4, 2026 | M | 15,474 | D | — | Feb 15, 2029 | Class B Common Stock | 15,474 | 0 | D |
Explanation of responses
- F1In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $26.81 at the time of the grant to $24.81 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.
- F2This transaction was executed in multiple trades at prices ranging from $35.00 USD to $35.29 USD; the price reported above reflects the weighted average sale price.
- F3In accordance with the provisions of the applicable plan and option agreements, the Compensation Committee approved an equitable adjustment to reduce the exercise price of the options from $22.96 at the time of the grant to $20.96 in order to reflect the $2.00 per share special dividend paid on outstanding shares of the Issuer's Class A and Class B common stock on November 9, 2020.
- F4This transaction was executed in multiple trades at prices ranging from $36.00 USD to $36.30 USD; the price reported above reflects the weighted average sale price.
- F5This transaction was executed in multiple trades at prices ranging from $35.67 USD to $36.17 USD; the price reported above reflects the weighted average sale price.
- F6This transaction was executed in multiple trades at prices ranging from $35.075 USD to $35.89 USD; the price reported above reflects the weighted average sale price.
- F7These options vested in equal annual installments on each of the first four anniversaries of March 15, 2018.
- F8These options vested in equal annual installments on each of the first four anniversaries of March 15, 2019.