Schneider National, Inc.

10. SHARE-BASED COMPENSATION

We grant various equity-based awards relating to Class B common stock to employees under our 2017 Omnibus Incentive Plan. These awards have historically consisted of restricted shares, RSUs, performance-based restricted shares (“performance shares”), PSUs, and non-qualified stock options. Performance shares and PSUs granted are earned based on attainment of threshold performance of earnings and return on capital targets, in addition to a multiplier applied based on rTSR against peers over the performance period.

Share-based compensation expense was $4.1 million and $4.6 million for the three months ended March 31, 2026 and 2025, respectively. We recognize share-based compensation expense over the awards’ vesting period. As of March 31, 2026, we had $31.9 million of pre-tax unrecognized compensation cost related to outstanding share-based compensation awards expected to be recognized over a weighted average period of 2.1 years.

Equity-based awards granted during the first quarter of 2026 had a grant date fair value of $20.7 million and are included in the table below. RSUs granted in 2026 vest ratably over a period ofthree years. No restricted shares, performance shares, or non-qualified stock options were granted during the first quarter of 2026.

The Monte-Carlo valuation model is used by the Company to determine the grant date fair value of PSUs, while the Company uses its stock price on the grant date as the fair value assigned to RSUs.