1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report.
−Removed: The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
−Removed: Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
+Added: Our management, including our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended), as of the end of the period covered by this report.
+Added: The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, to allow timely decisions regarding required disclosure.
+Added: Based upon their evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
Changes in Internal Control
2 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934.
−Removed: Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.
+Added: Our internal control over financial reporting is a process designed under the supervision of the Company’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance with GAAP.
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements.
3 unchanged sentences
Based on this assessment, management believes that as of December 31, 2025, our internal control over financial reporting was effective.
−Removed: On December 2, 2024, we completed our acquisition of Cowan Systems and in accordance with SEC Staff guidance, which allows companies to exclude an acquired business from management’s assessment of the effectiveness of internal control over financial reporting in the year of acquisition, we have excluded Cowan Systems from our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024.
−Removed: The total assets of Cowan Systems constitute approximately 9.4% of the Company’s consolidated total assets as of December 31, 2024, while operating revenues since the acquisition date constitute approximately 0.9% of the Company’s total revenues for the year ended December 31, 2024.
−Removed: See Note 2, Acquisition , for additional information.
The effectiveness of internal control over financial reporting as of December 31, 2025, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm that also audited our consolidated financial statements.
7 unchanged sentences
Except for the information concerning our executive officers and our Code of Conduct below, the information required by Item 10 is incorporated herein by reference to the information set forth under the captions “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports” in our definitive proxy statement for our 2026 Annual Meeting of Shareholders (the “Proxy Statement”), which will be filed with the SEC no later than 120 days after the close of the fiscal year ended December 31, 2025.
−Removed: Our Board has adopted a Code of Conduct applicable to all employees, and a Code of Ethics for CEO and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other persons performing similar functions.
−Removed: We have posted a copy of our Code of Conduct and Code of Ethics for CEO and Senior Financial Officers on the “Investors - Governance” section of our website at www.schneider.com.
−Removed: We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers from, the Code of Conduct and Code of Ethics for CEO and Senior Financial Officers by posting such information on the “Investors” section of our website at www.schneider.com.
+Added: Our Board has adopted a Code of Conduct applicable to all employees and a Code of Ethics for the CEO and Senior Financial Officers which applies to our CEO, CFO, and other individuals performing similar functions.
+Added: We have posted copies of our Code of Conduct and Code of Ethics for our CEO and Senior Financial Officers on the “Investors - Governance” section of our website at www.schneider.com.
+Added: We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendments to, or waivers from, the Code of Conduct or Code of Ethics for CEO and Senior Financial Officers by posting such information on the “Investors” section of our website at www.schneider.com.
We are not including the information contained on our website as part of, or incorporating it by reference into, this report.
14 unchanged sentences
Rourke joined our company in 1987, holds a bachelor’s degree in marketing from the University of Akron, Ohio, and has attended programs on corporate governance and strategic leadership at Harvard University.
−Removed: He currently serves on the Board for The Shyft Group, the Trucking Alliance, and the Green Bay Packers.
+Added: He currently serves on the Board for The Manitowoc Company, Inc., the Trucking Alliance, and the Green Bay Packers.
+Added: On January 28, 2026, we announced that, as part of a planned leadership transition, Mr.
+Added: Rourke will assume the role of Executive Chairman of the Board of Directors, effective July 1, 2026.
Campbell has served as our Executive Vice President and Chief Financial Officer since September 2023.
10 unchanged sentences
Before joining Schneider in 2009, he spent 12 years in management consulting roles with DiamondCluster International and Deloitte, specializing in corporate venturing, formulation and execution of business and technology strategy, program leadership, and operational design.
−Removed: Devgun holds bachelor’s degrees in economics and math from the University of Pune and a master’s degree in business administration from the
−Removed: University of Detroit Mercy.
+Added: Devgun holds bachelor’s degrees in economics and math from the University of Pune and a master’s degree in business administration from the University of Detroit Mercy.
He also serves as chief advisor to TitletownTech, a venture fund founded by the Green Bay Packers and Microsoft Corporation.
5 unchanged sentences
He holds a bachelor’s degree from the University of Wisconsin-Green Bay and a master’s degree in business administration from Wayne State University.
−Removed: He currently serves on the Board for Family Services of Northeast Wisconsin.
+Added: He currently serves on the Board for the Cofrin School of Business at the University of Wisconsin Green Bay.
+Added: On January 28, 2026, we announced that, as part of a planned leadership transition, Mr.
+Added: Filter will assume the role of President and Chief Executive Officer, effective July 1, 2026.
Angela Fish has served as Executive Vice President, Human Resources since March 2022.
63 unchanged sentences
10-K 9.2 001-38054 2/27/2018
−Removed: 10.2 Note Purchase Agreement dated as of June 12, 2013 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto
−Removed: S-1/A 10.3 333-215244 2/3/2017
−Removed: 10.3 Note Purchase Agreement dated as of November 10, 2014 by and among Schneider National Leasing, Inc., as issuer, Schneider National, Inc., as parent guarantor, and the purchasers party thereto
−Removed: S-1/A 10.4 333-215244 2/3/2017
10.1 Joinder and Amendment No.
168 unchanged sentences
8-K 10.1 001-38054 11/25/2024
+Added: 10.47 Amendment No.
+Added: 6, dated August 25, 2025, to Amended and Restated Receivables Purchase Agreement dated as of March 31, 2011, as amended and restated as of September 5, 2018, and as further amended on July 30, 2021, June 1, 2023, and May 29, 2024, among Schneider Receivables Corporation, as seller, Schneider National, Inc., as the servicer, Wells Fargo Bank, N.A., as administrative agent, and the purchasers party thereto.
+Added: 10-Q 10.1 001-38054 10/30/2025
19.1 Schneider National, Inc.
3 unchanged sentences
Share Repurchase Policy
+Added: 10-K 19.2 001-38054 2/21/2025
21.1* Subsidiaries of Schneider National, Inc.
49 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.