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0001692063false7/27/202600016920632026-07-272026-07-27
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): 7/27/2026
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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 | WI | | 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:
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| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ☐ | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2026, the Board of Directors (the “Board”) of Schneider National, Inc. (the “Company”) increased the number of directors on the Board from ten to eleven and appointed James S. Filter, the Company’s President and Chief Executive Officer, as a director, effective immediately. Mr. Filter will not serve on any committee of the Board.
There was no arrangement or understanding between Mr. Filter and any other persons pursuant to which Mr. Filter was nominated as a director. As of the date of this Current Report on Form 8-K, neither Mr. Filter nor any of his immediate family members is a party, either directly or indirectly, to any transactions that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. As a management director, Mr. Filter will not receive any additional compensation for his service on the Board.
ITEM 8.01. Other Events.
On July 29, 2026, the Company announced that on July 27, 2026, the Board approved a quarterly cash dividend for the third 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 September 11, 2026 and is expected to be paid on October 9, 2026.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibit
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.
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Date: July 29, 2026 | SCHNEIDER NATIONAL, INC. |
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| By: | /s/ Thomas G. Jackson |
| Name: | Thomas G. Jackson |
| Title: | Executive Vice President, General Counsel and Corporate Secretary |