SEC FORM 4

SEC FORM 4SEC Form 4

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^*

Rourke Mark B.

(Last)

(First)

(Middle)

3101 PACKERLAND DRIVE

(Street)

GREEN BAY

WISCONSIN

54313

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Schneider National, Inc. [ SNDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Chair

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	08/03/2026		M		20,312	A	$24.81⁽¹⁾	241,834	D
Class B Common Stock	08/03/2026		S		20,312	D	$35.1764⁽²⁾	221,522	D
Class B Common Stock	08/04/2026		M		24,000	A	$20.96⁽³⁾	245,522	D
Class B Common Stock	08/04/2026		S		24,000	D	$36.1243⁽⁴⁾	221,522	D
Class B Common Stock	08/04/2026		M		13,208	A	$24.81⁽¹⁾	234,730	D
Class B Common Stock	08/04/2026		M		15,474	A	$20.96⁽³⁾	250,204	D
Class B Common Stock	08/04/2026		S		15,474	D	$35.9795⁽⁵⁾	234,730	D
Class B Common Stock	08/04/2026		S		13,208	D	$35.5759⁽⁶⁾	221,522	D
Class B Common Stock								943,108	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$24.81	08/03/2026		M			20,312	⁽⁷⁾	02/15/2028	Class B Common Stock	20,312	$0.00	13,208	D
Employee Stock Option (Right to Buy)	$24.81	08/04/2026		M			13,208	⁽⁷⁾	02/15/2028	Class B Common Stock	13,208	$0.00	0.00	D
Employee Stock Option (Right to Buy)	$20.96	08/04/2026		M			24,000	⁽⁸⁾	02/15/2029	Class B Common Stock	24,000	$0.00	15,474	D
Employee Stock Option (Right to Buy)	$20.96	08/04/2026		M			15,474	⁽⁸⁾	02/15/2029	Class B Common Stock	15,474	$0.00	0.00	D

Explanation of Responses:

1. In 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.

2. This 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.

3. In 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.

4. This 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.

5. This 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.

6. This 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.

7. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2018.

8. These options vested in equal annual installments on each of the first four anniversaries of March 15, 2019.

Remarks:

	Thomas Jackson by POA for Mark B. Rourke	08/05/2026
	** 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)