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Schneider National, Inc.

For the period ended Dec 31, 2025. Filed Feb 20, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 20, 2026

SNDR$29.05+0.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(1) Financial Statements

Our consolidated financial statements are included in Part II, Item 8, above.

(2) Financial Statement Schedules

Schedule II - Valuation and Qualifying Accounts(in millions)

Allowance for Doubtful Accounts and Revenue Adjustments for the Year EndedBalance at Beginning of YearCharged (Credited) to Expense/Against RevenueWrite-offs—Net of RecoveriesBalance at End of Year
December 31, 2023$13.7$7.9$(6.6)$15.0
December 31, 202415.0(4.6)(3.1)7.3
December 31, 20257.33.1(4.4)6.0

All other schedules have been omitted either because they are not applicable or because the required information is included in our consolidated financial statements or the notes thereto.

(3) Exhibits

Incorporated by Reference Herein
ExhibitNumberExhibit DescriptionFormExhibitFile No.Filing Date
3.1Amended and Restated Articles of Incorporation of Schneider National, Inc., dated as of March 17, 20178-K3.1001-380544/12/2017
3.2Amended and Restated Bylaws as of April 29, 20248-K/A3.1001-380541/16/2025
4.1Description of Class B Common Stock10-K4.1001-380542/23/2024
9.1Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting AgreementS-19.1333-21524412/22/2016
9.2Joinder to Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement10-K9.2001-380542/27/2018
10.1Joinder and Amendment No. 2, dated as of September 5, 2018, to Amended and Restated Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto8-K10.1001-380549/6/2018
10.2Amended and Restated Stock Restriction AgreementS-110.6333-21524412/22/2016
10.3Amended and Restated Schneider Family Board Nomination Process Agreement10-K10.6001-380542/17/2023
10.4Registration Rights Agreement, dated April 11, 2017, by and among Schneider National, Inc., Mary P. DePrey, Therese A. Koller, Paul J. Schneider, Thomas J. Schneider, Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #1 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, the Donald J. Schneider Childrens Trust #1 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Paul J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #2 f/b/o Therese A. Koller, the Donald J. Schneider Childrens Trust #1 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #2 f/b/o Thomas J. Schneider, the Donald J. Schneider Childrens Trust #1 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider Childrens Trust #2 f/b/o Kathleen M. Zimmermann, the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey, the Donald J. Schneider 2000 Trust f/b/o Therese A. Koller, the Donald J. Schneider 2000 Trust f/b/o Paul J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Thomas J. Schneider, the Donald J. Schneider 2000 Trust f/b/o Kathleen M. Zimmermann, the Paul J. Schneider 2011 Trust, the Mary P. DePrey 2011 Trust, the Therese A. Koller 2011 Trust and the Kathleen M. Zimmermann 2011 Trust8-K4.1001-380544/12/2017
10.5+Schneider National, Inc. 2017 Omnibus Incentive PlanS-1/A10.9333-2152443/7/2017
10.6+Schneider National, Inc. Senior Management Incentive PlanS-1/A10.10333-2152443/7/2017
10.7+Form of Schneider National, Inc. Nonqualified Stock Option Award AgreementS-1/A10.13333-2152443/7/2017
10.8+Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (Annual Meeting Awards)S-1/A10.14333-2152443/7/2017
10.9+Schneider National, Inc. Omnibus Long-Term Incentive PlanS-1/A10.18333-2152443/7/2017
10.10+Schneider National, Inc. Long-Term Incentive PlanS-1/A10.22333-2152443/7/2017
10.11+Schneider National, Inc. Long-Term Incentive Award Agreement (Restricted Cash)S-1/A10.23333-2152443/7/2017
10.12+Schneider National, Inc. 2005 Supplemental Savings Plan as Amended and Restated July 25, 202210-K10.16001-380542/17/2023
10.13+First Amendment to Schneider National, Inc. 2005 Supplemental Savings PlanS-1/A10.25333-2152443/7/2017
10.14+Form of Schneider National, Inc. Pre-IPO Key Employee Non-Compete and No-Solicitation AgreementS-1/A10.26333-2152443/7/2017
10.15+Form of Schneider National, Inc. Post-IPO Non-Compete and No-Solicitation AgreementS-1/A10.27333-2152443/7/2017
10.16+Form of Schneider National, Inc. Pre-IPO Key Employee Confidentiality AgreementS-1/A10.28333-2152443/7/2017
10.17+Form of Schneider National, Inc. Post-IPO Confidentiality AgreementS-1/A10.29333-2152443/7/2017
10.18+Schneider National, Inc. Director Deferred Compensation ProgramS-1/A10.30333-2152443/7/2017
10.19+Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2018)10-Q10.5001-380544/30/2018
10.20+Form of Schneider National, Inc. Non-Compete and Non-Solicitation Agreement (2018)10-Q10.6001-380544/30/2018
10.21+Form of Schneider National, Inc. Confidentiality Agreement (2018)10-Q10.7001-380544/30/2018
10.22+Form of Schneider National, Inc. Restricted Share Award Agreement (2021)10-Q10.1001-380544/29/2021
10.23+Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2021)10-Q10.2001-380544/29/2021
10.24+Form of Schneider National, Inc. Performance-Based Restricted Share Award Agreement (2021)10-Q10.3001-380544/29/2021
10.25+Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2021)10-Q10.4001-380544/29/2021
10.26+Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2021)10-Q10.5001-380544/29/2021
10.27Amendment No. 3 to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended as of December 17, 2013 and as further amended and restated as of September 5, 2018, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto8-K10.1001-380548/2/2021
10.28+Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2022)10-Q10.1001-380544/29/2022
10.29+Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2022)10-Q10.2001-380544/29/2022
10.30+Form of Schneider National, Inc. Nonqualified Stock Option Award Agreement (2022)10-Q10.3001-380544/29/2022
10.31+Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2022)10-Q10.4001-380544/29/2022
10.32+Schneider National, Inc. Deferred Equity Plan10-Q10.1001-380547/28/2022
10.33Credit Agreement dated as of November 4, 2022, among Schneider National Leasing, Inc., the guarantors party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent8-K10.1001-3805411/7/2022
10.34+Form of Schneider National, Inc. Restricted Stock Unit Award Agreement (2023)10-Q10.1001-380544/27/2023
10.35+Form of Schneider National, Inc. Performance-Based Restricted Stock Unit Award Agreement (2023)10-Q10.2001-380544/27/2023
10.36+Form of Schneider National, Inc. Director Restricted Stock Unit Award Agreement (2023)10-Q10.3001-380544/27/2023
10.37+Schneider National, Inc. Executive Change of Control Severance Plan10-Q10.4001-380544/27/2023
10.38Amendment No. 4, dated as of June 1, 2023, to Amended and Restated Receivables Purchase Agreement, dated as of March 31, 2011, as amended as of December 17, 2013, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto8-K10.1001-380546/7/2023
10.39+Schneider National, Inc. Senior Management Incentive Plan, as amended and restated effective July 17, 20238-K10.1001-380547/18/2023
10.40Private Shelf Agreement dated as of June 17, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto8-K10.1001-380549/1/2023
10.41Amendment No. 1 to Private Shelf Agreement dated as of July 28, 2020 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto8-K10.2001-380549/1/2023
10.42Amendment No. 2 to Private Shelf Agreement dated as of July 28, 2023 among Schneider National Leasing, Inc., PGIM, Inc. and the other parties thereto8-K10.3001-380549/1/2023
10.43Form of Parent Guaranty Agreement (included in Exhibit 10.40)8-K10.1001-380549/1/2023
10.44Form of Note (included in Exhibit 10.40)8-K10.1001-380549/1/2023
10.45Amendment No. 5, dated May 29, 2024, to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021 and June 1, 2023, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto.8-K10.1001-380545/31/2024
10.46Credit Agreement dated as of November 22, 2024, among the Borrower, the Guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent.8-K10.1001-3805411/25/2024
10.47Amendment No. 6, dated August 25, 2025, to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, June 1, 2023, and May 29, 2024, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto.10-Q10.1001-3805410/30/2025
19.1Schneider National, Inc. Insider Trading Policy10-K19.1001-380542/23/2024
19.2Schneider National, Inc. Share Repurchase Policy10-K19.2001-380542/21/2025
21.1*Subsidiaries of Schneider National, Inc.
23.1*Consent of Deloitte & Touche LLP
31.1*Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*Certification pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97Schneider National, Inc. Compensation Recovery Policy10-K97001-380542/23/2024
101.INS*XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Calculation Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
104*The cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL.
  • Filed herewith.

** Furnished herewith.

  • Constitutes a management contract or compensatory plan or arrangement.
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