Schneider National, Inc.

Current report

Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity.

Current report

Our future insurance or claims costs and expenses might exceed historical levels, which could reduce our earnings. We self‑insure, or insure through our wholly‑owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation. In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner‑operator drivers. Although we reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates. Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition, results of operations, cash flows, or liquidity.

Current report

As a supplement to our self‑insurance program, we maintain insurance with excess insurance carriers for potential losses that exceed the amounts we self‑insure. For auto liability, general liability and property damage, additional layers of insurance coverage beyond the primary layer are provided through an excess insurance tower, which is a structured arrangement of multiple layers of excess insurance coverage. Given the current litigation environment, including the rise in plaintiff awards and “nuclear verdicts,” premiums for this excess coverage continue to increase significantly. These market dynamics may prevent us from securing excess insurance at acceptable pricing at certain layers of exposure, may require us to increase our self‑insured retention as policies are renewed or replaced, and may lead us to assume additional risk within our captive insurance company that we may or may not reinsure.

Current report

Although we believe our aggregate insurance program should be sufficient to cover our claims in most circumstances, it is possible that one or more claims could result in a loss or adverse litigation judgment that (i) exhausts a layer of excess insurance coverage, (ii) exceeds our aggregate excess coverage limits, or (iii) due to fragmentation in our excess tower, exposes us to a material liability within a specific excess layer for which we are self‑insured. In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts. The commercial trucking industry, among other industries, has experienced verdicts in which juries have awarded tens or even hundreds of millions of dollars to accident victims and their families, increasing the risk that a single claim could exceed our aggregate coverage. If any claim, or combination of claims within the same policy year, were to exceed our aggregate insurance coverage, or if coverage were otherwise unavailable at needed layers, we would be responsible for the excess.

Current report

In addition to the significant increase in the cost to motor carriers relating to commercial auto liability claims throughout the U.S., there has also been a very significant increase throughout the U.S in the number of, and potential loss exposure associated with, so-called “Broker Liability Claims” – claims asserted against freight brokers in connection with accidents involving motor carriers the freight broker has contracted with to haul a shipment. Broker Liability Claims involve allegations of negligent hiring or selection of the motor carrier who was involved in a motor vehicle accident. On May 14, 2026, the U.S. Supreme Court unanimously held in Montgomery v. Caribe Transport II, LLC, a case in which we were not involved, that a state-law negligent hiring or selection claim against a freight broker is not preempted by the Federal Aviation Administration Authorization Act of 1994. The decision removes the broad federal preemption defense upon which freight brokers often have relied to defeat negligent-selection claims at an early stage of litigation. Although the long-term implications of the decision are not yet clear, the decision could lead to an increase in the frequency or defense of Broker Liability Claims and the rate of success of plaintiffs bringing such claims, which could result in nuclear verdicts. In addition, the cost to freight brokers of defending and/or settling Broker Liability Claims could increase, and insurance covering such claims may become more expensive and/or harder to obtain at acceptable coverage limits. Our operations include asset-light freight brokerage through our Logistics segment, and we are currently, directly or indirectly, involved in certain litigation or Broker Liability Claims arising from the normal conduct of our freight brokerage operations. Where appropriate, we have accrued for these matters or notified our insurance carriers of the potential loss. We cannot predict whether or how the Montgomery decision will affect the course or resolution of these matters; however, based on present knowledge, and in certain cases, we do not believe the resolution of these claims and pending litigation will have a material adverse effect on our financial condition, results of operations, or liquidity.

Current report

Our results of operations, financial condition, cash flows, and liquidity could be materially and adversely affected if: (1) our costs or losses significantly exceed our aggregate coverage limits; (2) we are unable to obtain insurance coverage in amounts we deem sufficient or at acceptable pricing for needed layers; (3) our insurance carriers fail to pay on our insurance claims; (4) we experience a claim for which coverage is not provided; or (5) adverse developments in claim frequency, severity, defense costs, or reserve estimates require significant additional cash outlays.

Current report

For example, in 2025, the limits of our excess insurance coverage were exhausted for one specific policy year as a result of a 2024 adverse verdict in a lawsuit arising out of a fatal motor vehicle accident that a Schneider driver is alleged to have caused, in addition to other losses occurring in that same policy year, with interest continuing to accrue on the judgment. For additional information, refer to the discussion of total other expenses (income) under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.

Current report

The Company did not repurchase any equity security during the three months ended June 30, 2026.

Previous report

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, 2026.

Previous report

(1)Of the 422,943 shares purchased during the three months ended March 31, 2026, 210,735 represent shares of common stock that employees surrendered to satisfy withholding taxes related to the vesting of restricted stock and restricted stock units.

Previous report

(2)In January 2026, the Board approved a new three-year repurchase program, effective upon the expiration of the prior program. The new program authorized the Company 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, 2026, the Company had $144.8 million remaining available to repurchase.