Rourke Mark B. 4

What Happened

• Mark B. Rourke, President & CEO of Schneider National (SNDR), received a grant/award of 93,979 restricted stock units (RSUs) on 2026-02-13 (code A).
• On 2026-02-15 he had 53,986 shares withheld to satisfy tax liabilities (four F-coded dispositions) at $28.73 per share, generating $1,551,018 in proceeds.
• On 2026-02-18 the filing shows a 66,918-share gift reported as both a disposition and an acquisition (code G) at $0 — indicating a transfer/gift movement reported in the Form 4.

Key Details

• Transaction dates/prices: Grant 2/13/2026 (A) 93,979 RSUs; tax-withholdings on 2/15/2026 (F) — 12,537; 4,524; 27,745; 9,180 shares — all at $28.73/share, total proceeds $1,551,018; gift/transfer on 2/18/2026 (G) — 66,918 shares @ $0.
• Shares withheld were used to satisfy tax liabilities upon RSU vesting (footnotes F2–F5). Footnote F1/F6 describe RSU vesting mechanics and that vested shares are settled in Class B common stock; the reporting person holds unvested restricted stock directly and vested stock in trust.
• Shares owned after the transactions are not specified in the filing; the report notes vested stock held in trust and unvested restricted stock held directly.
• Transaction types: A = award/vesting; F = shares withheld for tax liabilities (not an open-market sale); G = gift/transfer (no cash proceeds).
• Filing date: 2026-02-18 (reporting of the transactions on or after the listed dates). The Form 4 does not indicate any special 10b5-1 plan or late-filing legend in the details provided.

Context

• The award (A) reflects RSU vesting/settlement rather than a market purchase by the CEO. The F-code transactions are routine tax-withholding events (cashless/share-withholding) that reduce the net shares delivered to the insider, not discretionary open-market sales.
• Gifts or transfers (G) are administrative and do not necessarily signal buy/sell intent.