Schneider National, Inc.
For the period ended Mar 31, 2025. Filed May 1, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 1, 2025
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Unregistered Sales of Equity Securities and Use of Proceeds
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended March 31, 2025.
| Period · Total Number of Shares Purchased (1) · Average Price Paid per Share · Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs · Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)(in millions) | |||||
|---|---|---|---|---|---|
| January 1, 2025 - January 31, 2025 | — | $— | — | $54.5 | |
| February 1, 2025 - February 28, 2025 | 210,776 | 27.29 | 53,352 | 53.0 | |
| March 1, 2025 - March 31, 2025 | 305,763 | 24.34 | 284,000 | 46.1 | |
| Total | 516,539 | 337,352 | |||
(1)Of the 516,539 shares purchased during the three months ended March 31, 2025, 179,187 represent shares of common stock that employees surrendered to satisfy withholding taxes related to the vesting of restricted stock and restricted stock units.
(2)On February 1, 2023, the Company announced that the Board approved a share repurchase program under which the Company is authorized to repurchase up to $150.0 million of its Class A and/or Class B common shares over the next three years. The program does not obligate the Company to repurchase a minimum number of shares and is intended to help offset the dilutive effect of equity grants to employees over time. Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions. As of March 31, 2025, the Company had $46.1 million remaining available to repurchase.
Limitation Upon Payment of Dividends
The 2022 Credit Facility and the delayed-draw term loan include covenants limiting our ability to pay dividends or make distributions on our capital stock if a default exists under the 2022 Credit Facility or the delayed-draw term loan, as applicable, or would be caused by giving effect to such dividend.
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