Dumas Magnin Shelly A 4

What Happened
Shelly A. Dumas Magnin, Vice President and Corporate Controller of Schneider National (SNDR), was granted 3,916 restricted stock units (RSUs) on Feb 13, 2026 (recorded as an acquisition at $0.00). On Feb 15, 2026 a total of 2,668 shares were withheld to satisfy tax liabilities related to prior RSU vestings — 680, 813, 714 and 461 shares were withheld at $28.73 per share, totaling $19,536; $23,357; $20,513; and $13,245 respectively (aggregate value $76,651). The grant (RSUs) is an award, and the withholdings are disposals for tax purposes (routine, not open-market sales).

Key Details

• Grant: 3,916 RSUs on 2026-02-13 (acquired at $0.00); these RSUs (per footnote) vest in equal annual installments on the first three anniversaries of Feb 15, 2026 and will be settled in Class B shares.
• Withholdings (tax): 2026-02-15 — 680 @ $28.73 ($19,536); 813 @ $28.73 ($23,357); 714 @ $28.73 ($20,513); 461 @ $28.73 ($13,245). Total withheld: 2,668 shares, $76,651.
• Footnotes: F1 = new RSU vesting schedule (2026–2028). F2–F5 = shares withheld to satisfy tax liabilities upon vesting of prior RSU awards (2022–2025).
• Shares owned after transaction: Not specified in the provided filing details.
• Filing timeliness: Form filed 2026-02-18 for transactions dated 2026-02-13 and 2026-02-15; this appears to be later than the typical two-business-day Form 4 deadline for the Feb 13 transaction.

Context
RSU grants are compensation awards (not purchases). The withheld shares were used solely to cover tax obligations upon vesting of earlier awards — a routine administrative step (transaction code F). Such tax-withholding disposals generally reflect tax withholding mechanics rather than an insider selling shares to realize investment gains.