Devgun Shaleen 4

What Happened

• Devgun Shaleen, EVP — Chief Innovation & Technology at Schneider National, received an award of 13,053 restricted stock units (RSUs) on 2026-02-13 (grant value recorded at $0.00). On 2026-02-15, 8,645 shares were withheld/disposed to satisfy tax liabilities tied to prior RSU vestings; those withholdings were reported as dispositions at $28.73 per share for an aggregate reported value of about $248,371.
• The RSU grant is an award (not an open-market purchase). The withholdings are routine tax-related dispositions rather than voluntary sales.

Key Details

• Grant: 13,053 RSUs on 2026-02-13, reported at $0.00 (will be settled in Class B common stock).
• Tax withholding disposals (all 2026-02-15): 1,455 @ $28.73 ($41,802); 908 @ $28.73 ($26,087); 4,146 @ $28.73 ($119,115); 2,136 @ $28.73 ($61,367). Total withheld: 8,645 shares (~$248,371).
• Shares owned after transaction: not disclosed in the filing.
• Footnotes: F1 = the new RSUs vest in equal annual installments on each of the first three anniversaries of Feb 15, 2026 and will be settled in Class B common stock. F2–F5 = shares withheld to satisfy tax liabilities upon vesting of RSU awards from Feb 15 of 2022–2025.
• Filing: Report filed 2026-02-18 covering transactions on 2026-02-13 and 2026-02-15 (no late-filing flag indicated).

Context

• The disposals are tax-withholding events (transaction code F) tied to RSU vestings and are routine administrative actions, not open-market sales that signal trading intent. The new 13,053 RSUs are multi-year vesting awards and will not all be delivered immediately.