Form 4: Schneider EVP Sells Shares for Tax Obligations

Schneider National's EVP and CAO, Robert M. Reich Jr., disposed of 1,103 Class B Common Stock shares to cover tax liabilities related to restricted stock unit vesting.

Summary

• Robert M. Reich Jr., Executive Vice President and Chief Administrative Officer of Schneider National, Inc. (SNDR), reported transactions on August 23, 2025.
• A total of 1,103 shares of Class B Common Stock were disposed of across three separate transactions (140, 65, and 898 shares) at a price of $25.34 per share.
• These dispositions were designated as 'F' transactions, indicating shares automatically withheld to satisfy tax liabilities.
• The withholding occurred upon the release of restrictions on vesting of restricted stock units, in accordance with the terms of the Schneider National, Inc. Restricted Stock Unit Executive Award Agreement, after Mr. Reich reached retirement eligibility.
• Following these transactions, Mr. Reich beneficially owns 161,101 shares of Class B Common Stock.

Sentiment

Score: 5

Explanation: Neutral. This is a routine, non-discretionary transaction for tax purposes related to executive compensation, not indicative of positive or negative sentiment towards the company's prospects.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing.

Management Comments

• Reflects shares automatically withheld to satisfy tax liabilities, in accordance with the terms of the Schneider National, Inc. Restricted Stock Unit Executive Award Agreement, upon the release of restrictions on vesting of restricted stock units after an employee reaches retirement eligibility.

Industry Context

This is a routine insider transaction for tax purposes, common across all industries for executives receiving equity compensation. It does not reflect specific industry trends within the transportation or logistics sector.

Comparison to Industry Standards

• The practice of withholding shares to cover tax obligations upon the vesting of restricted stock units is a standard component of executive compensation plans across publicly traded companies.
• Companies such as FedEx (FDX) or UPS (UPS) in the transportation sector, and indeed most large corporations, utilize similar mechanisms for managing executive equity compensation and associated tax liabilities.
• The specific number of shares or value is relative to the individual's compensation package and the company's stock price, rather than a direct industry benchmark for performance.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine tax-related disposition, not a discretionary sale. The volume of shares is small relative to the company's total outstanding shares.
• Employees: No direct impact beyond the reporting executive, as this relates to an individual's compensation structure.

Key Dates

Recommendation

This Form 4 filing reports a routine, non-discretionary sale of shares by an executive to cover tax liabilities upon the vesting of restricted stock units. Such transactions are common and do not typically signal a change in the executive's confidence in the company or its future prospects. Therefore, it provides no new information to warrant a change in investment recommendation based solely on this filing.

Keywords

Schneider National, SNDR, Form 4, Insider Transaction, Stock Sale, Restricted Stock Units, Tax Withholding, Executive Compensation, Robert M Reich Jr