Fish Angela M 4

What Happened

• Angela M. Fish, EVP Human Resources at Schneider National (SNDR), exercised stock options and sold most of the resulting shares in early May 2026. She exercised a total of 15,203 option shares (6,725 on 2026-05-04 and 8,478 on 2026-05-05) at an exercise price of $25.91, costing about $393,910. She sold 14,119 shares in open-market transactions (6,250 on 2026-05-04 and 7,869 on 2026-05-05) for total proceeds of approximately $426,984. Additionally, she received 636 restricted stock units on 2026-05-01 (to be settled in Class B common stock).

Key Details

• Transaction dates and prices:
  • 2026-05-01: Award of 636 RSUs (F1) — $0 acquisition price (will settle in shares; vesting schedule noted below).
  • 2026-05-04: Exercised 6,725 options @ $25.91 (acquisition cost $174,245) and sold 6,250 shares in the open market at a weighted avg ~$30.01 for $187,540 (F2).
  • 2026-05-05: Exercised 8,478 options @ $25.91 (acquisition cost $219,665) and sold 7,869 shares in the open market at a weighted avg ~$30.43 for $239,444 (F3).
  • Derivative disposition lines at $0.00 reflect the option instruments being cancelled/converted on exercise (reported as M, derivative disposition).
• Aggregate totals: exercised 15,203 shares (cost ~$393,910) and sold 14,119 shares (proceeds ~$426,984).
• Shares owned after these transactions: not specified in the provided filing summary.
• Footnotes of note:
  • F1: 636 RSUs vest in equal annual installments over three years beginning Feb 15, 2026; will be settled in Class B common stock.
  • F4: The exercised options vested in equal annual installments on the first four anniversaries of Feb 15, 2022 (i.e., they were vested).
  • F2/F3: Sales executed in multiple trades; reported prices are weighted averages.
• Filing timeliness: Form filed 2026-05-05 for transactions from 2026-05-01 to 2026-05-05; this filing date appears to meet the SEC’s Form 4 two-business-day reporting requirement for those dates.

Context

• This pattern — exercising vested options and selling most of the acquired shares the same days — is commonly a cashless exercise: the insider realizes cash from selling shares immediately after exercising. The award of RSUs is a separate compensation grant subject to future vesting and does not itself indicate a market view. These are routine executive compensation actions; no 10% owner/beneficial-owner issues are indicated in the provided data.