UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

_____________________________________________________________________________

FORM 8-K

_____________________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~October 30~~January 26, ~~2025~~2026

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter)

_____________________________________________________________________________

Wisconsin

001-38054

39-1258315

(State of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Wisconsin

001-38054

39-1258315

3101 South Packerland Drive

Green Bay, WI

54313

(State of incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(Address of Principal Executive Offices)

(Zip Code)

3101 South Packerland Drive

Green Bay

54313

(Address of Principal Executive Offices)

(Zip Code)

(920) 592-2000

(Registrant'’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which ~~registered~~reported Class B common stock, no par value SNDR New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 ~~of this chapter~~) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 ~~of this chapter~~).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~October~~January 3026, ~~2025~~2026, the Board of Directors (“Board”) of Schneider National, Inc. ~~issued~~(the a“Company”) ~~press~~appointed ~~release~~Mr. Mark B. ~~announcing~~Rourke, ~~its~~the ~~financial~~Company’s ~~results~~current ~~for~~President and Chief Executive Officer, to the ~~three~~position ~~months~~of ~~ended~~Executive ~~September 30~~Chair of the Board, ~~2025~~effective July 1, ~~which~~2026 is(the ~~furnished~~“Transition asDate”). ~~Exhibit~~In 99conjunction with this change, the Board appointed Mr.1 James S. Filter, currently Executive Vice President, Group President of Transportation and Logistics of the Company, to ~~this~~the ~~Current~~positions ~~Report~~of President and Chief Executive Officer of the Company effective on ~~Form~~the ~~8-K~~Transition ~~and~~Date. In addition, Mr. Filter is ~~incorporated~~expected byto ~~reference~~be inappointed ~~this~~to ~~Item~~the 2Board at a later date following the Transition Date.02 In connection with Mr. Rourke’s appointment as Executive Chair, the Board established the position of Lead Independent Director, and the independent directors of the Board appointed James L. Welch, the Board’s current Chair, to serve as the Lead Independent Director of the Board also effective on the Transition Date.

~~The~~Mr. Filter, ~~information~~54, inhas ~~this~~served ~~Item~~as ~~2.02~~the Company’s Executive Vice President, Group President of Transportation and inLogistics ~~Exhibit~~since 99April 2022.1 isPrior ~~being~~to ~~furnished~~assuming ~~and~~his ~~shall~~current ~~not~~role, beMr. Filter ~~deemed~~served ~~"filed"~~as ~~for~~Senior ~~purposes~~Vice ofPresident ~~Section~~and 18General Manager of ~~the~~Intermodal ~~Securities~~from ~~Exchange~~2015 ~~Act~~to of2021 ~~1934,~~when his responsibilities were expanded to include accountabilities as ~~amended,~~Chief orCommercial ~~otherwise~~Officer. ~~subject~~Mr. Filter tojoined the ~~liabilities~~Company ofin ~~Section~~1998 ~~18,~~having ~~nor~~previously ~~shall~~worked ~~such~~at ~~information~~United beParcel ~~deemed~~Service ~~incorporated~~(UPS) byand ~~reference~~serving in ~~any~~the ~~filing~~U.S. ~~under~~Marine ~~the~~Corps. ~~Securities~~He ~~Act~~holds ofa ~~1933,~~bachelor’s asdegree ~~amended,~~from ~~except~~the asUniversity ~~shall~~of beWisconsin-Green ~~expressly~~Bay ~~set~~and ~~forth~~a bymaster’s ~~specific~~degree ~~reference~~ in ~~such~~business ~~filing~~administration from Wayne State University.

~~Special~~The ~~Note~~Compensation ~~Regarding~~Committee ~~Forward-Looking~~of ~~Statements~~the Board has approved Mr. Filter’s compensation as President and Chief Executive Officer as follows:

~~This~~• ~~information~~An ~~contained~~annual inbase ~~this~~salary ~~Item contains forward-looking statements within the meaning~~ of ~~the United States Private Securities Litigation Reform Act of 1995~~$775, which are intended to come within the safe harbor protection provided by such Act. These forward-looking statements reflect our current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms, and phrases of similar meaning. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 21, 2025, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this release to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.000;

~~ITEM~~• ~~9.01 Financial~~A ~~Statements~~fiscal ~~and~~2026 ~~Exhibits.~~annual cash incentive opportunity with a target of $969,000, 125% of base salary; and

~~(d) Exhibits~~• An annual long-term equity incentive award for fiscal 2026 with a grant date target value of $3,300,000, which will be made under the Company’s 2017 Omnibus Incentive Plan.

~~Exhibit~~Due Noto Mr. ~~Description~~ Filter’s mid-year promotion, his fiscal 2026 annual cash incentive opportunity will be prorated based on time served in each role, and he will receive a “top up” long-term equity incentive award on the Transition Date such that his overall long-term incentive grant value for fiscal 2026 will reflect the time served and annualized grant values for each role. Such “top up” grants will be made in the same mix of ~~Exhibit~~award types, terms and performance goals (as applicable) as are granted to Mr. Filter and the other executive officers of the Company in the Company’s fiscal 2026 annual long-term equity incentive grant.

99Following his transition to Executive Chair of the Board, Mr.~~1 Press~~ Rourke ~~release~~will ~~dated~~remain ~~October~~employed 30by the Company and will continue to contribute to the Company’s strategic direction and provide counsel to the Company’s leadership team and the Board. Following the Transition Date, ~~2025~~Mr. Rourke’s annual base salary will be reduced to $750,000. For fiscal 2026, Mr. Rourke’s annual and long-term incentive program participation will be determined based on his current role as President and Chief Executive Officer, and will not be reduced or modified for fiscal 2026 at the time he transitions to the role of Executive Chair.

~~104 The~~Mr. Filter ~~cover~~and ~~page~~Mr. Rourke ~~from~~will ~~this~~continue ~~Current~~to ~~Report~~be oneligible ~~Form~~to ~~8-K~~participate in all other regular compensation and benefit arrangements for the Company’s executive officers, ~~formatted~~which are described in ~~Inline~~the ~~XBRL~~Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 17, 2025.

Following fiscal 2026, Mr. Filter’s and Mr. Rourke’s future compensation will be determined by the Compensation Committee of the Board in a manner consistent with its determination of compensation for the rest of the Company’s senior management.

There are no arrangements or understandings between Mr. Filter and any other persons pursuant to which he was selected as an officer, he has no family relationships with any of the Company’s directors or executive officers, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

ITEM 7.01

Regulation FD Disclosures.

On January 28, 2026, the Company issued a press release announcing the leadership changes described above.A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01.

Financial Statements and Exhibits

(d) Exhibits


Exhibit No.		Description of Exhibit

99.1		Press release regarding leadership transition dated January 28, 2026

104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 30, 2025 SCHNEIDER NATIONAL, INC.

By: /s/ Darrell G. Campbell Name: Darrell G. Campbell Title: Executive Vice President and Chief Financial Officer

Date:January 28, 2026

SCHNEIDER NATIONAL, INC.

/s/ Thomas G Jackson

Thomas G. Jackson

Executive Vice President, General Counsel

and Corporate Secretary

Filing Compare · Schneider National, Inc.