SCHEDULE 13D/A: Schneider National Insider Kathleen Zimmermann Updates Significant Stake, Details Recent Share Acquisitions

Kathleen M. Zimmermann and related trusts have filed an Amendment No. 8 to Schedule 13D, updating their beneficial ownership in Schneider National, Inc. to an aggregate of 19,594,595 shares of Class B Common Stock, representing 18.0% of the class.

Summary

• Kathleen M. Zimmermann, individually and as co-trustee of the Donald J. Schneider Childrens Trust #2 and the Donald J. Schneider 2000 Trust (collectively, the "Reporting Persons"), has filed an Amendment No. 8 to their Schedule 13D.
• As of January 31, 2025, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 2,988,695 shares of Class B Common Stock of Schneider National, Inc.
• Kathleen M. Zimmermann's individual beneficial ownership totals 19,594,595 shares, comprising 543,600 shares with sole voting and dispositive power, and 19,050,995 shares with shared voting and dispositive power.
• This aggregate ownership represents 18.0% of the Class B Common Stock outstanding, based on 92,155,677 shares as of October 25, 2024.
• Between February 1, 2024, and January 31, 2025, Ms. Zimmermann acquired 5,674 shares of Class B Common Stock from restricted stock units as director compensation.
• During the same period, Ms. Zimmermann also acquired an additional 49,064 shares of Class B Common Stock by gift.
• The Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann beneficially owns 8,400,000 shares of Class A Common Stock, representing 8.3% of the Class B equivalent.
• The Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann beneficially owns 9,367,085 shares, consisting of Class A and Class B Common Stock, representing 9.4% of the Class B equivalent.

Sentiment

Score: 5

Explanation: The document is a routine amendment to an ownership disclosure (Schedule 13D). It provides factual updates on beneficial ownership and share acquisitions by an insider, without indicating any significant positive or negative operational or strategic developments for the company. The sentiment is neutral as it's a compliance filing.

Positives

• The filing clarifies the beneficial ownership structure of a significant insider, Kathleen M. Zimmermann, and related family trusts.
• Ms. Zimmermann's acquisition of shares through compensation and gift indicates continued alignment of interests with the company's performance and long-term value.

Future Outlook

NA

Industry Context

This filing is an ownership disclosure and does not provide information related to broader industry trends or competitive landscape within the transportation and logistics sector. It focuses solely on the beneficial ownership of a significant insider and related trusts in Schneider National, Inc.

Related Party Transactions

• Kathleen M. Zimmermann acquired 5,674 shares of Class B Common Stock in settlement of restricted stock units received as compensation under the Schneider National Inc. 2017 Omnibus Incentive Plan in her capacity as a director of the Issuer.
• Kathleen M. Zimmermann acquired 49,064 shares of Class B Common Stock by gift, likely from a related party given the context of the family trusts.

Stakeholder Impact

• Shareholders: Provides updated transparency on the significant ownership stake held by a key insider and related family trusts, which can influence perceptions of control and long-term commitment.
• Management: Clarifies the ownership structure and alignment of a director with the company's equity.

Key Dates

Keywords

Schneider National, SEC filing, Schedule 13D, beneficial ownership, Class B Common Stock, Class A Common Stock, insider holdings, trusts, share acquisition, corporate governance, transportation, logistics