UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

_____________________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): 1/26/2026

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Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter)

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Wisconsin

001-38054

39-1258315

(State of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

3101 South Packerland Drive

Green Bay

54313

(Address of Principal Executive Offices)

(Zip Code)

(920) 592-2000
(Registrant's Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


			☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			☐			Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			☐			Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Class B common stock, no par value

SNDR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01. Other Events.

Increase in Quarterly Dividend

On January 28, 2026, the Company announced that on January 26, 2026, the Board approved a quarterly cash dividend for the first quarter of 2026 in the amount of $0.10 per share to holders of the Company's Class A and Class B common stock. The dividend is payable to the Company's shareholders of record at the close of business on March 13, 2026 and is expected to be paid on April 8, 2026.

Share Repurchase Program

On January 28, 2026, the Company also announced that on January 26, 2026, its Board approved a new stock repurchase program, effective immediately, under which up to $150 million of the Company’s outstanding Class A common stock, no par value, and/or Class B common stock, no par value, may be acquired over the next three years (the “Share Repurchase Program”). The Share Repurchase Program supersedes and replaces the $150 million stock repurchase authorization approved by the Board on January 31, 2023 (the “Prior Repurchase Program”), which is scheduled to expire on January 31, 2026, and is substantially similar to the Prior Repurchase Program. The Company repurchased 4.4 million shares for a total of $110.1 million under the Prior Repurchase Program.

A press release announcing the Company’s quarterly dividend and Share Repurchase Program was issued and is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Press Release dated January 28, 2026

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 28, 2026			SCHNEIDER NATIONAL, INC.


			By:			/s/ Thomas G. Jackson
			Name:			Thomas G. Jackson
			Title:			Executive Vice President, General Counsel and Corporate Secretary

Schneider National, Inc. 8-K