SCHEDULE 13D/A: Major Shareholder Mary P. DePrey and Trusts Update Beneficial Ownership in Schneider National, Inc.

Mary P. DePrey and affiliated trusts have filed an Amendment No. 7 to Schedule 13D, updating their beneficial ownership in Schneider National, Inc. to an aggregate of 19,000,419 shares of Class B Common Stock, representing 17.5% of the class.

Summary

• Mary P. DePrey and related trusts (Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey and Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey) collectively reported beneficial ownership of 19,000,419 shares of Schneider National, Inc. Class B Common Stock as of January 31, 2025.
• This aggregate ownership represents 17.5% of the outstanding Class B Common Stock, based on 92,155,677 shares outstanding as of October 25, 2024.
• Mary P. DePrey individually holds sole voting and dispositive power over 1,587,419 shares and shared voting and dispositive power over 17,413,000 shares.
• The Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey beneficially owns 8,400,000 shares, representing 8.3% of the Class B Common Stock, primarily consisting of Class A Common Stock convertible to Class B.
• The Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey beneficially owns 7,729,090 shares, representing 7.8% of the Class B Common Stock, comprising both Class A and Class B Common Stock.
• Between February 1, 2024, and January 31, 2025, Ms. DePrey acquired an additional 24,528 shares of Class B Common Stock via gift.
• The total beneficial ownership across all reporting persons includes 16,605,900 shares of Class A Common Stock and 2,394,519 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: Neutral, as this is a factual update on beneficial ownership and does not contain performance or strategic information that would typically influence sentiment.

Positives

• The continued significant ownership by the Schneider family trusts indicates long-term commitment and stability in the company's foundational shareholder base.

Negatives

• No explicit negative information regarding company performance or operations is contained within this beneficial ownership filing.

Risks

• This filing does not detail specific operational or financial risks for Schneider National, Inc.; it focuses solely on beneficial ownership.

Future Outlook

This Schedule 13D filing is a factual update on beneficial ownership and does not contain any forward-looking statements or guidance regarding the company's future financial performance or strategic outlook.

Industry Context

Schneider National, Inc. operates in the highly competitive transportation and logistics industry. This filing, a routine update of significant beneficial ownership, does not provide insights into broader industry trends but highlights the continued substantial stake held by the founding family, which is common in companies with dual-class share structures designed to maintain control.

Related Party Transactions

• The acquisition of 24,528 shares of Class B Common Stock by gift by Ms. DePrey between February 1, 2024, and January 31, 2025, represents a transfer within related parties (family/trusts), consistent with the existing ownership structure.

Stakeholder Impact

• Shareholders: Provides transparency regarding the significant ownership stake held by Mary P. DePrey and affiliated trusts, which could influence perceptions of corporate control and stability.

Key Dates

Keywords

Schneider National Inc., Class B Common Stock, Class A Common Stock, Schedule 13D, Beneficial Ownership, Mary P. DePrey, Trusts, SEC Filing, Transportation, Logistics, Trucking