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Midas Edge

Schneider National, Inc.

For the period ended Sep 30, 2025. Filed Oct 30, 2025.

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About this filing

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.

Sep 30, 2025 · Filed Oct 30, 2025

SNDR$28.92+4.0%Stored close · as of Nov 9, 2026

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Contents

Common Equity

  1. COMMON EQUITY

Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024, respectively.

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
(in millions, except per share data)2025202420252024
Numerator:
Net income available to common shareholders$19.4$30.6$81.5$84.4
Denominator:
Weighted average common shares outstanding175.3175.2175.3175.6
Dilutive effect of share-based awards and options outstanding0.60.70.60.5
Weighted average diluted common shares outstanding (1)175.9175.9175.9176.1
Basic earnings per common share (2)$0.11$0.17$0.47$0.48
Diluted earnings per common share (2)0.110.170.460.48

(1)Weighted average diluted common shares outstanding may not sum due to rounding.

(2)Earnings per share were calculated on full precision amounts.

The calculation of diluted earnings per share excludedno share-based awards and options that had an anti-dilutive effect for the three months ended September 30, 2025 and 0.1 million share-based awards and options that had an anti-dilutive effect for the nine months ended September 30, 2025. The calculation excluded 0.1 million share-based awards and options that had an anti-dilutive effect for the three months ended September 30, 2024 andno share-based awards and options that had an anti-dilutive effect for the nine months ended September 30, 2024.

Common Shares Outstanding

As of September 30, 2025 and December 31, 2024, we had 83,029,500 shares of Class A common stock outstanding. There were no changes to the number of shares of Class A common stock outstanding for the three and nine months ended September 30, 2025 and 2024.

Changes to our Class B common shares outstanding for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three Months EndedSeptember 30,Nine Months EndedSeptember 30,
2025202420252024
Outstanding at beginning of period92,233,49792,301,57392,221,38392,931,242
Repurchases of common stock—(145,896)(337,352)(1,289,769)
Share issuances——528,653698,133
Exercise of employee stock options36,596—36,59671,529
Shares withheld for employee taxes——(179,187)(255,458)
Outstanding at end of period92,270,09392,155,67792,270,09392,155,677

In January 2023, our 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. 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 September 30, 2025, the Company had repurchased $103.9 million of its Class B common shares under the share repurchase program.

Subsequent Event - Dividends Declared

In October of 2025, the Board declared a quarterly cash dividend for the fourth fiscal quarter of 2025 in the amount of $0.095 per share to holders of our Class A and Class B common stock. The dividend is payable to shareholders of record at the close of business on December 12, 2025 and will be paid on January 12, 2026.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.