Campbell Darrell George 4

What Happened
Darrell George Campbell, EVP and Chief Financial Officer of Schneider National, was granted 24,365 restricted stock units (RSUs) on 2026-02-13 (reported as an acquisition at $0.00). On 2026-02-15 a total of 4,777 shares were disposed/withheld to satisfy tax obligations: 733, 2,200 and 1,844 shares were withheld at $28.73 per share for cash value amounts of $21,059; $63,206; and $52,978 respectively (total withholding value $137,243). These disposals are tax-withholding actions, not open‑market sales.

Key Details

• Transaction dates and prices:
  • 2026-02-13: Grant of 24,365 RSUs (reported acquisition @ $0.00).
  • 2026-02-15: Shares withheld—733, 2,200, 1,844 shares—each at $28.73; totals $21,059; $63,206; $52,978 (aggregate $137,243).
• Shares owned after the transactions: Not specified in the provided filing excerpt.
• Footnotes:
  • F1: The award consists of RSUs that vest in equal annual installments on each of the first three anniversaries of Feb 15, 2026; units will be settled in Class B common stock.
  • F2–F4: The withheld shares correspond to tax liabilities upon vesting of RSU awards from Feb 15, 2023, Feb 15, 2024 and Feb 15, 2025.
• Transaction codes: A = award/grant; F = shares withheld to satisfy tax liabilities (not a market sale).

Context
RSU grants are compensation and typically vest over time; this award vests in three equal installments per F1. The discretionary withholding of shares to cover taxes is routine and does not indicate an open-market sale or a directional bet by the insider. For retail investors, purchases or open-market buys by insiders carry different informational weight than compensation grants and tax-withholding disposals.