What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-21 · 108 added, 112 removed, 102 unchanged (68% of the section changed)

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Schneider National, Inc.

and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of multimodal surface transportation and logistics solutions in North America.

We offer a scaled portfolio of services and an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the timely, safe, and efficient movement of customer products.

The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental U.S., Canada, and Mexico.

We were founded in 1935 and have been a publicly held holding company since our IPO in 2017.

Our stock is publicly traded on the NYSE under the ticker symbol “SNDR.” Schneider was added to the S&P SmallCap 600 Index in July 2024.

Our portfolio of complementary service offerings enables us to serve the diverse needs of our customers and to allocate capital in a manner that seeks to maximize returns across all market cycles and economic conditions.

Our service offerings include transportation of full-truckload freight, which we directly transport utilizing our company-owned transportation equipment and company drivers, owner-operators, or third-party carriers under contract with us.

We have arrangements with most of the major North American rail carriers to transport freight in containers.

We also provide customized freight movement, transportation equipment, labor, systems, and delivery services tailored to meet individual customer requirements, which typically involve long-term contracts.

These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, local deliveries, freight handling, specialized equipment, and freight network optimization.

In addition, we provide comprehensive logistics services with a network of over 20,700 qualified third-party carriers.

We are able to expand capacity through our Power Only offering by leveraging our nationwide trailer pool to match customer demand with third-party carriers.

and its subsidiaries (collectively “Schneider,” the “Company,” “we,” “us,” or “our”) are among North America’s leading providers of multimodal transportation and logistics solutions.

Our comprehensive and diverse portfolio spans truckload, intermodal, and logistics services, delivering flexible options to meet the needs of a broad customer base across the U.S., Canada, and Mexico.

Leveraging advanced technologies, including agentic AI, data science, and predictive analytics, we create innovative, data-driven solutions designed to ensure the safe, efficient, and timely movement of goods.

Founded in 1935 and publicly traded on the NYSE under the ticker symbol “SNDR,” Schneider continues to drive industry leadership through scale, innovation, and operational excellence.

In July 2024, we were added to the S&P SmallCap 600 Index.

Our portfolio of complementary services allows us to address a broad range of customer needs and allocate capital in a manner designed to generate consistent returns across market cycles.

We provide full-truckload transportation using company-owned equipment and company-employed drivers, independent owner-operators, and contracted third-party carriers.

Our dedicated services deliver customized freight solutions under long-term contracts, including specialized equipment, multiple pickups and deliveries, local distribution, and freight network optimization.

We also offer intermodal services through agreements with most major Class I railroads.

Additionally, we provide comprehensive logistics services through a network of over 14,000 qualified third-party carriers and our Power Only offering, leveraging a nationwide trailer pool to match customer demand.

Our logistics services also offer warehousing, distribution, and transloading services to optimize and build resiliency in customer supply chains.

We categorize our operations into the following reportable segments:

• Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either dedicated or network configurations.

• Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, lightweight, and flat-bed trailers across dedicated or network configurations.

Freight is transported and delivered by our company-employed drivers in company trucks and by owner-operators with company-owned trailers and executed through long-haul or regional services, including customized solutions for high-value or time-sensitive loads throughout North America.

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We forge long-term relationships with our customers as an integral partner in, and extension of, their supply chains.

Our strategy is based

on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service.

We believe our operating strategy adds value to customers, fuels our earnings, and generates shareholder returns.

We continually analyze opportunities for capital investment and effective capital deployment to provide additional value for our customers and increase returns for our shareholders.

Our strategy focuses on delivering high-quality customer experiences through integrated, multimodal transportation solutions that provide capacity-oriented services designed to enhance customer value and reliability.

We believe our operating strategy adds value to customers, drives our business performance, provides competitive advantage, and generates shareholder returns.

We continually analyze opportunities for capital investment and effective capital deployment to provide additional value to our customers and increase shareholder returns.

Business Developments

On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland that offers customized delivery solutions for retail and food manufacturing customers.

Cowan Systems provides mainly dedicated and logistics services that complement our operations.

The operating results of Cowan Systems are reported in our Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition.

On December 2, 2024, the Company completed the acquisition of Cowan, a privately held truckload carrier based in Baltimore, Maryland that offers customized delivery solutions for retail and food and beverage manufacturing customers.

Cowan provides mainly dedicated and logistics services that complement our operations.

The operating results of Cowan are reported in our Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning in the fourth quarter of 2024.

On August 1, 2023, the Company completed the acquisition of M&M, a privately held truckload carrier based in West Bridgewater, Massachusetts that primarily provides specialty solutions for retail and manufacturing customers.

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The operating results of M&M are reported in Dedicated operations as part of our Truckload segment beginning in the third quarter of 2023.

Refer to Note 2, Acquisitions, for additional details on our acquisitions of Cowan Systems and M&M.

Refer to Note 2, Acquisitions, for additional details on acquisitions of Cowan and M&M.

Industry and Competition

The trucking industry plays a vital role in providing both growth and stability in the U.S.

economy and moves the vast majority of freight volume in the U.S.

The trucking industry plays a crucial role in sustaining economic growth and facilitating U.S.

trade and commerce.

It is a highly competitive and fragmented industry, characterized by numerous small to mid-sized carriers.

Increased regulations and initiatives to improve the safety and reduce emissions of the U.S.

trucking industry have impacted industry dynamics in recent years and are discussed in the Regulation section below.

Our Truckload segment competes with thousands of dry van and specialty equipment carriers.

While we compete with many smaller carriers on a regional basis, only a limited number of carriers represent competition in all markets across North America.

The domestic intermodal market is highly consolidated amongst three of the largest intermodal providers, including our Intermodal segment.

Our Intermodal segment competes with intermodal providers and other transportation service companies, including truckload carriers.

We have agreements with three precision-scheduled Class I railroad providers, which

augments our company dray differentiation in the market and allows for increased freight reliability.

The logistics industry is a large, fast-growing, and fragmented market representing an integral part of the economy.

Logistics plans, implements, and controls the movement and storage of goods, generally using the assets of others.

Our Logistics segment competes with other logistics companies, brokerage businesses, and truckload carriers.

During the year ended December 31, 2024, we offered our services to approximately 7,850 customers across our portfolio (excluding customers from our recent Cowan Systems acquisition), including 134 Fortune 500 companies, and 22 of our top 25 customers used services from all three of our reportable segments.

Our Logistics segment manages over 20,700 qualified carrier relationships and managed approximately $2.4 billion of third-party freight in 2024.

Our revenue is derived from a diverse customer base across a broad end-market footprint, encompassing numerous industries including consumer products, retail, auto, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.

Our diversified revenue mix and customer base allow for revenue and yield management stability throughout the year, despite the fact that many of our customers are affected by seasonal fluctuations.

The domestic intermodal market is highly consolidated among three intermodal providers, including our Intermodal segment.

Our Intermodal segment competes with intermodal service providers and other transportation service companies, including truckload carriers.

We have agreements with most of the precision-scheduled Class I railroads, which support our company-owned drayage model and enhance service reliability for our customers.

The logistics industry is a large, fast-growing, and highly fragmented market that represents an integral component of the broader economy.

Logistics providers plan, implement, and manage the movement and storage of goods, generally using the transportation and warehousing assets owned by third parties.

Our Logistics segment competes with other logistics providers, brokerage businesses, and truckload carriers.

During the year ended December 31, 2025, we offered our services to approximately 7,400 customers across our portfolio, including 136 Fortune 500 companies, and 22 of our top 25 customers used services from all three of our reportable segments.

Within our Logistics segment, our brokerage business managed over 14,000 qualified carrier relationships and our supply chain management business managed approximately $2.2 billion of third-party freight in 2025.

Our revenue comes from a broad customer base spanning multiple end markets, including consumer products, retail, automotive, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.

This diversification provides stability in revenue and yield management throughout the year, even though many of our customers experience seasonal fluctuations.

Transportation Equipment

Our company-owned transportation equipment fleet was comprised of the following as of December 31, 2024:

Our company-owned transportation equipment fleet consisted of the following as of December 31, 2025:

Transportation Equipment Type Approximate Number of Units

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Schneider is committed to promoting an inclusive culture that values and respects the varied talents and perspectives of our associates.

We recognize the advantage of hiring and retaining associates who contribute to the creation of value for our shareholders.

We recognize the importance of hiring and retaining associates who are skilled, motivated, and aligned with our values and strategic objectives.

Associates and Workforce

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We have not experienced any work stoppages and consider our associate relations to be good.

Currently, five of our company drivers are members of an organized labor union, as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members.

None of our other associates are represented by a labor union.

Currently, four of our company drivers are members of an organized labor union as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members.

We have a highly engaged workforce deployed over a diverse set of positions across our segments, geographies, and businesses.

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• Company drivers – Our drivers play an essential role in the ability to serve our customers, and we remain focused on making our driver experience the best in the industry.

We employ measures to improve retention which include offering drivers competitive salaries and benefits, establishing driver pay scales which provide for increasing pay by experience level and performance, offering both live and remote driver training by experienced driving instructors, and maintaining a modern truck fleet with the latest safety technology, all of which focus on improving the overall driver experience.

We employ measures to improve retention which include offering drivers competitive salaries and benefits, establishing driver pay scales which provide for increasing pay by experience level and performance, offering driver training by experienced driving instructors, and maintaining a modern truck fleet with the latest safety technology, all of which focus on improving the overall driver experience.

• Non-driver Company associates – Our mechanics, warehouse personnel, managers, and other corporate office associates help to facilitate and coordinate service to customers, ensure equipment is operational and well-maintained, and generally support our operations.

As we strive to offer best-in-class service to our customers, we focus on hiring top talent and providing them with opportunities for development and growth within their roles and throughout the organization.

As we strive to offer best-in-class service to our customers, we focus on hiring talented individuals and providing them with opportunities for development and growth throughout the organization.

We utilize a performance management system that incorporates goals and development plans that are assessed semiannually to better position associates for future career growth.

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We further our talent development through a comprehensive learning program that offers associates classroom, virtual, and web-based training options.

Additionally, we routinely conduct market analyses to evaluate the competitiveness of our wages and benefits.

Additionally, we routinely analyze market data to evaluate the competitiveness of our wages and benefits.

Associate Engagement

We promote associate engagement throughout our organization.

We conduct biennial associate surveys to measure associate satisfaction and garner ideas to improve workforce engagement.

Survey results are used to implement programs that will enhance associate connectivity with the Company which is believed to lead to increased innovation, productivity, and profitability.

In 2023, we opened The Grove, a state-of-the-art innovation center located on the campus of our headquarters which is a curated, collaborative workspace for associates and customers aimed at driving innovation in transportation and logistics with a focus on technology.

We promote associate engagement across our organization by conducting annual surveys to assess satisfaction and gather ideas for improvement.

Insights from these surveys guide programs that strengthen associates’ connection to the Company, which we believe drives greater innovation, productivity, and profitability.

Compensation Structure and Benchmarking

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Our comprehensive package includes competitive pay, tuition reimbursement, medical, dental, vision, wellness programs, mental health support, 401(k) savings and retirement, work schedule flexibility, paid time off, disability benefits and a wide variety of other voluntary insurance options, recognition programs, and development and career growth opportunities.

Some of our driver pay packages include minimum guarantees while providing increasing pay by experience level and incentivizing for performance.

Some of our driver pay packages include minimum guarantees while increasing pay by experience level and incentivizing for performance.

Our non-driver pay varies by job, is market competitive, and includes short and long-term incentive programs that motivate associates and reward high performance.

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These drivers have completed a training program at a private driver training school and hold a CDL.

For areas of the country where truck driver jobs are in demand and demographics don’t support many qualified drivers, we have established CAT for candidates with no previous truck driving experience.

Our CAT Program enables these candidates to earn their CDL in their first few weeks of training then continue training under the supervision of experienced driver trainers to strengthen and hone their driving skills.

For areas of the country where truck driver jobs are in demand and demographics don’t support many qualified drivers, we have established CAT for

candidates with no previous truck driving experience.

Our CAT Program enables these candidates to earn their CDL in their first few weeks of training, then continue training under the supervision of experienced driver trainers to strengthen and refine their driving skills.

Inclusive Culture

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We nurture an environment where associates feel safe, supported, and empowered to share their creativity, experiences, and ideas throughout our hiring processes, training and development programs, performance management, and community giving programs.

Creating communities rooted in a culture of belonging is the ultimate goal of Schneider’s Business Resource Groups (BRGs).

Our BRG’s are for associates who share identity, life experience, or common purpose, and who come together to fulfill both individual and group goals that tie directly to business strategies and objectives.

Creating communities rooted in a culture of belonging is the ultimate goal of BRGs.

Our BRGs are for associates who share identity, life experience, or common purpose, and who come together to fulfill both individual and group goals that tie directly to business strategies and objectives.

Finally, we are proud supporters of military veterans and continue to be recognized as a top military-friendly employer, as well as consecutively being recognized as a top company for women in transportation.

“Safety first and always” is a Schneider core value, and we believe we have a responsibility to our associates, customers, and the community to operate safely.

Safety is a Schneider core value, and we believe we have a responsibility to our associates, customers, and the community to operate safely.

Our safety culture is built on five key components:

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We operate company-sponsored driver training facilities and have invested in simulators for both initial and sustainment training.

• Equipment and technology – We invest in trucks that are configured with roll stability, collision mitigation, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras.

• Equipment and technology – We invest in trucks configured with roll stability, collision mitigation, lane departure warnings, MirrorEye, and/or forward-, side-, and rear-facing cameras.

Driver-facing cameras are being installed in our Company trucks.

Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching.

We also employ electronic logging to improve HOS compliance and reduce fatigue occurrences.

• Active management – Driver leaders and safety coordinators have real-time access to activity in the truck, facilitating situational and scheduled coaching.

• Active management – Driver leaders and safety coordinators have near real-time access to activity in the truck, facilitating situational and scheduled coaching.

We have invested in predictive analytics that assist in proactively identifying drivers with potential safety issues and recommending remediation paths.

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Owner-Operators

In addition to the company drivers we employ, we enter into contracts with independent contractors who work as “owner-operators.” Owner-operators are small business owners who own and maintain their own trucks, may employ drivers they hire, and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.

In addition to the company drivers we employ, we enter into contracts with owner-operators.

Owner-operators are independent, self-employed contractors who own or lease their own trucks and manage their own trucking business.

They provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.

Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis.

They may operate under their own motor carrier authority or under the authority of a large carrier with whom they have contracted.

Owner-operators tend to be experienced drivers and represented approximately 13% of driver capacity as of December 31, 2025.

Environmental, Social, and Governance

We seek to do business responsibly and embrace that we have a role to play in the betterment of society.

At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.

We seek to accomplish this by maintaining a modern fleet to maximize fuel and energy efficiency, leveraging our intermodal service to convert loads from truck to rail, consolidating freight whenever possible, and continuing to introduce technologies to coordinate the movement of products timely, safely, and efficiently.

Additionally, we continue to evaluate alternative fuel vehicles, and our efforts to improve overall fleet fuel efficiency and reduce GHG emissions are ongoing.

We have deployed nearly 100 Class 8 BEVs in our Intermodal fleet to further the Company’s efforts to make our fleet more efficient and reduce emissions and are focused on improving sustainability at our operating facilities including upgrading to high-efficiency lighting and enhancing existing programs for recycling motor oil, tires, and batteries.

We are an EPA SmartWay® Transport Partner and are proud to be one of only four freight carriers to receive the EPA’s SmartWay® Award of Excellence each year since the award was created.

In 2024, all three of our reportable segments achieved the highest SmartWay® performance ranking.

We are the only company to receive all three of the National Safety Council’s Green Cross for Safety Award for Safety Advocacy, Excellence, and Innovation.

We established GREEN, an internal BRG, which focuses on educating associates on how to enhance sustainability and improve the environmental health of communities where we operate.

Finally, we opened The Grove on our main Green Bay, WI campus in 2023.

This state-of-the-art facility leverages both geothermal and solar energy to maximize resource efficiency.

The interior of The Grove contains furniture made of post-industrial materials as part of our commitment to sustainability.

We seek to operate responsibly and reduce the environmental impact of our industry.

Our strategy centers on maintaining a modern, fuel-efficient fleet;

expanding lower carbon transportation options such as Intermodal;

piloting emerging energy technologies;

and improving energy efficiency across our facilities.

Since 2019, we have reduced CO₂ emissions by nearly 8.0% per mile through fleet efficiency improvements and alternative energy initiatives.

We operate one of the largest BEV fleets in North America, with nearly 100 Class 8 BEVs deployed.

Our BEV fleet surpassed 10 million zero emission miles.

We added new charging infrastructure and expanded electric yard operations into Texas.

All non-BEV tractors operate on a biodiesel blend, and we continue to evaluate additional low carbon solutions including CNG and RNG.

One of our subsidiaries, MLS, expanded its alternative fuel capabilities by adding more than 20 CNG tractors to its fleet.

Across our operations, we continue to enhance energy use tracking at company-owned facilities to drive long-term efficiency improvements, including upgrading lighting and expanding recycling programs for tires, batteries, and motor oil.

We remain an EPA SmartWay® Transport Partner and a recent SmartWay Excellence Award recipient, recognized for leadership in sustainable freight operations.

We support customers in reducing transportation related Scope 3 emissions by providing emissions insights and lower carbon service options.

We also promote associate engagement in sustainability through our GREEN BRG.

We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies .

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however, due to the timing of changes in fuel prices and data used to calculate our fuel surcharge rate, our surcharges historically have not always protected us against the full effect of increases in diesel fuel prices and may not in the future.

As an additional measure, we leverage fuel consumption metrics in evaluating drivers’ performance, and drivers utilize a fuel optimizer program where they purchase fuel at the most cost-effective locations based on distance to empty and fuel purchase commitments.

We seek to find ways to reduce our CO 2 emissions including increasing the fuel efficiency of our current fleet, exploring alternative fuel vehicles, and deploying BEVs.

In recent years, we invested in our existing diesel fleet to improve truck aerodynamics, reduce trailer drag, and implement electric-powered heating, ventilating, and air conditioning systems, which translates to emissions reductions and fuel savings.

We are currently exploring alternative fuel vehicles, including hydrogen vehicles, and have nearly 100 BEVs in our fleet which replaced existing diesel trucks and helped reduce our diesel fuel usage.

Our operations as a for-hire motor carrier are regulated and licensed by various federal, state, and local government agencies in North America, including the U.S.

As an additional measure, we leverage fuel consumption metrics when evaluating drivers’ performance, and drivers utilize a fuel optimizer program that guides them to purchase fuel at the most cost-effective locations based on efficient routing and fuel purchase commitments.

We continue to pursue opportunities to reduce CO 2 emissions across our operations, including initiatives to increase the fuel efficiency of our existing fleet, explore alternative fuel vehicles, and deploy BEVs.

In recent years, we have invested in aerodynamic enhancements to our diesel tractors, employed measures to reduce trailer drag, and implemented electric-powered heating, ventilating, and air conditioning systems.

These enhancements have contributed to both emissions reductions and improved fuel efficiency.

As of December 31, 2025, our fleet includes nearly 100 BEVs and 30 CNG vehicles, which replaced existing diesel trucks and contributed to reductions in overall diesel fuel consumption.

Our operations as a for-hire motor carrier are regulated by federal, state, local, and foreign government agencies.

In the U.S., these authorities include the U.S.

DOT, FMCSA, U.S.

DHS, NHTSA, EPA, and OSHA.

These regulatory authorities have broad powers over matters relating to authorized motor carrier operations, as well as motor carrier registration, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions, and periodic financial reporting.

Our driver associates and owner-operators must also comply with carrier qualifications and enacted governmental regulations regarding safety, equipment, and operating methods, including DOT regulation of equipment weight and drug and alcohol testing of our current and prospective driver associates and FMCSA regulation of driver HOS.

In addition, we are subject to compliance with cargo-security and transportation regulations issued by the Transportation Security Administration and Customs and Border Protection within the DHS, and our cross-border operations in Canada and Mexico are subject to regulation by each of those countries.

We are also subject to various environmental laws and regulations dealing with, among other aspects of our operations, the handling of hazardous materials, underground fuel storage tanks at our terminals, emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water.

Additionally, we are subject to a variety of laws and regulations which are targeted at reducing GHG emissions, improving air quality and fuel efficiency at a national level, and accelerating a large-scale transition to medium and heavy-duty ZEVs.

Prominent among those regulations are certain environmental regulations in effect in the State of California which have been adopted by CARB, including:

• The Heavy-Duty Vehicle GHG Emission Reduction Regulation which was issued to reduce GHG emissions from certain long-haul tractor-trailers that operate in California by requiring owners of such vehicles or equipment to retrofit their vehicles with aerodynamic elements and accessories and implement technologies that improve fuel efficiency (regardless of where the vehicle is registered);

• CARB’s ACT regulation, as enacted, is intended to accelerate the adoption of zero-emission trucks in California by 2035.

Under ACT, an increasing percentage of tractors sold in California will need to be zero-emission by 2045.

As of the date of this Annual Report on Form 10-K, the following states have also adopted the ACT regulation:

Connecticut, Colorado, Delaware, Maine, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon, Pennsylvania, Rhode Island, Vermont, Virginia, Washington and Washington D.C.

California has passed three climate reporting laws which mandate all companies conducting business in California to make climate-related disclosures beginning in 2026.

SB 253 requires companies with revenues greater than $1 billion doing business in California to report their emissions comprehensively, including their Scope 1 and 2 beginning in 2026 and Scope 3 beginning in 2027.

SB 253 also requires reporting companies to obtain third-party auditor assurance of their reports on their Scope 1 and 2 emissions;

for Scope 3 emissions, assurance requirements will be determined by 2027.

SB 261 requires large U.S.

businesses with annual revenues over $500 million operating in California to bi-annually disclose climate-related financial risks and their mitigation strategies to the public.

Other states are now considering mandatory GHG emissions disclosures and other climate-related risks.

Several business groups including the U.S.

Chamber of Commerce, the California Chamber of Commerce, and the American Farm Federation have filed a lawsuit seeking to overturn SB 253 and SB 261.

As of the date of this Annual Report on Form 10-K, that lawsuit remains pending.

Lastly, in a significant step toward implementing transparency in voluntary carbon markets, California enacted AB 1305 - the VCMDA.

The VCMDA requires that companies operating in California which market or sell voluntary carbon offsets or make claims regarding the achievement of net zero emissions, carbon neutral status, or significant carbon emissions reductions publicly disclose information documenting how the claim was determined to be accurate or accomplished and the measurement of interim progress.

Companies that purchase carbon credits in conjunction with certain climate-related claims are required to publicly disclose information documenting how the claim was determined to be accurate or accomplished and the measurement of interim progress.

At times, in conjunction with delivering freight transportation services to certain of its customers, the Company purchases carbon credits or offsets to enable or assist such customers with achieving their carbon reduction targets.

In March 2024, prior to the election of President Trump, the SEC released a final version of their Climate Disclosure rule which, among other things, would require companies to disclose specified financial statement disclosures of severe weather events and other natural conditions, certain carbon offsets and RECs, and material impacts on financial estimates and assumptions that are due to severe weather events and other natural conditions or disclose climate related targets or transition plans.

In response to multiple separate lawsuits filed by certain business groups, the SEC has voluntarily stayed its Climate Disclosure rule making.

Several lawsuits were consolidated later in 2024 and are currently pending before the Eighth Circuit.

On February 11, 2025, SEC Acting Chair Mark Uyeda – in a major step toward the Trump Administration reversing course on the Biden SEC’s Climate Disclosure Rule, issued a statement saying the Climate Disclosure Rule “… is deeply flawed and could inflict significant harm on the capital markets and our economy” and subsequently directed the Commission staff to notify the Court of the changed circumstances and request that the Court not schedule the case for argument to provide time for the Commission to deliberate and determine the appropriate next steps in these cases.” If the SEC decides to continue to defend and the rule survives this legal challenge, the SEC has indicated it will provide a new effective date for the rule.

As a result, we cannot predict when or if these rules will go into effect or whether they will have any impact on the Company’s results of operations.

These laws and regulations historically have resulted in increased costs, decreased equipment productivity, risks, and/or increased liabilities associated with our operations, and have the potential to further increase such costs, risks, and/or liabilities, particularly if costs are not offset by potential fuel savings.

We cannot predict the extent to which our operations and productivity will be impacted.

We continue to monitor and evaluate the proposed rule makings of the SEC, DOT, FMCSA, NHTSA, EPA, State of California, and other federal and state regulatory agencies to determine the expected impact on our operations.

Our business is executed through an integrated technology platform that encompasses an end-to-end process design focused on information accessibility and connectivity across our value chain.

Our platform enables an integrated approach to cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.

These agencies regulate various aspects of motor carrier operations, including carrier registration and operating authority;

safety and fitness of drivers and equipment;

HOS requirements;

drug and alcohol testing;

transportation of hazardous materials;

cargo security;

and other safety‑related and administrative matters.

Our driver associates and owner‑operators are required to comply with applicable federal and state requirements governing driver qualifications, operating methods, and equipment standards.

Our cross‑border operations in Canada and Mexico are also subject to applicable regulatory requirements in those jurisdictions.

We are subject to environmental laws and regulations addressing, among other things, the handling and transportation of hazardous materials, underground fuel storage tanks, vehicle and facility emissions, engine idling, and stormwater management.

We are also potentially subject to various federal and state regulations which have been either proposed or adopted to reduce GHG, improve air quality and fuel efficiency, and encourage the adoption of ZEVs.

These include regulations adopted by the CARB which established emissions requirements applicable to certain long‑haul vehicles operating in California and the Advanced Clean Trucks regulation.

Similar regulatory frameworks have been adopted by other states.

Many of these regulations or legislation are currently the subject of legal challenges or are not being advanced under the Trump administration.

The Class 8 trucks included in our fleet are classified as heavy-duty vehicles and, therefore, subject to various federal and state regulations applicable to GHG and particulate emissions from heavy-duty vehicles.

In 2024, the EPA finalized GHG standards for the manufacture, sale, or importation of heavy-duty trucks.

At the time, these standards were expected to drive the production of trucks fueled by electricity and hydrogen and significantly reduce GHG emissions for heavy-duty trucks and certain other vehicle classes.

In February 2026, the EPA issued a final rule that eliminated a key finding regarding the harmful effects of GHGs and repealed federal GHG emission standards for light- and heavy-duty vehicles and engines, including Class 8 trucks, for model years 2012 through 2027.

The recent final rule removes most federal GHG emission standards requirements for heavy-duty vehicles and engines.

Despite this federal rollback of regulation of GHG emissions, federal regulation of

outdoor air criteria pollutant regulations remains in place.

Specifically, we and truck OEMs of heavy-duty vehicles remain subject to the EPA’s criteria pollutant regulations, including criteria pollutant regulations for NOx diesel emissions.

The criteria pollutant regulations for heavy-duty vehicles include the establishment of longer useful life periods for engines and emission control equipment to ensure that heavy-duty vehicles are designed to meet emission standards through a longer portion of their expected useful life.

If not repealed or revised, the NOx diesel emissions regulations may, over time, adversely affect our repair and maintenance costs, increase the cost of new heavy-duty diesel trucks and the resale price of used heavy-duty trucks.

Certain jurisdictions, including California, have enacted climate‑related disclosure and reporting requirements applicable to qualifying companies doing business in those jurisdictions, including requirements relating to GHG emissions reporting, climate‑related financial risk disclosures, and voluntary carbon market activities.

Compliance with these laws and regulations affects multiple aspects of our operations, including equipment specifications, fleet management, fuel usage, and administrative processes.

We monitor regulatory developments at the federal, state, and local levels and evaluate their applicability to our business.

Our business is executed through an integrated technology platform that supports end-to-end process design with an emphasis on information accessibility and connectivity across our value chain.

Our platform enables an integrated approach to order-to-cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.

Proprietary decision support tools are embedded throughout the platform and assist our associates in making the right trade-offs for drivers’ needs for earnings and work-life balance, customers’ needs for reliable capacity and service, and our business and its shareholders’ needs for an adequate return.

Decision support tools improve our ability to, among other things, situationally coach drivers, minimize fuel costs, and maintain the fleet in the most cost-effective manner to maximize shareholder value.

Schneider FreightPower® for carriers and shippers digitally connects the benefits of our integrated technology platform with the strength of our trailer network and carrier relationships to service our customers.

We continue to expand our business capabilities by extending our foundational integrated technology platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers and customers.

Schneider FreightPower® for carriers, owner operators, and shippers digitally connects the benefits of our integrated technology platform with the strength of our trailer network and carrier relationships to service our customers.

Through our investment in MLSI, in which we are collaborating to develop a TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility for our supply chain partners.

Our Power Only business has been using MLSI’s TMS since 2022, our Brokerage business began its migration at the end of 2024, and we are currently planning for the transition of our Dedicated business.

Our Power Only business has been using MLSI’s TMS since 2022, our Brokerage business began its migration at the end of 2024, and we are currently in the process of transitioning our Dedicated business.

Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity.

2 unchanged sentences

Trailer and container fleets are equipped with monitoring devices which function both when tethered to a tractor or standing alone.

Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras.

Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, MirrorEye, and/or forward, side, and rear- and inward-facing cameras.

All tractor technology interfaces with the in-cab device and provides the driver and the driver’s leader with real-time performance data.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business