Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common equity consists of our Class B common stock, entitled to one vote per share, and our Class A common stock, entitled to 10 votes per share. Our Class B common stock has traded on the NYSE under the symbol “SNDR” since our IPO in April 2017. Our Class A common stock is held by the Voting Trust for the benefit of members of the Schneider family. Each share of Class A common stock is convertible into one share of Class B common stock. There is no public trading market for our Class A common stock.
Holders of Record
As of February 19, 2026, there was one holder of record of our Class A common stock, the Voting Trust, and 24 holders of record of our Class B common stock. Because many of our shares of Class B common stock are held by brokers and other institutions on behalf of shareholders, we are unable to estimate the total number of shareholders represented by these record holders.
Dividend Policy
We have a policy of paying quarterly cash dividends to holders of our Class A and Class B common stock. The declaration and amount of any future dividends is subject to the discretion of our Board and will depend on our financial condition, earnings, capital requirements, legal requirements, certain debt agreements we are then party to, and other factors our Board deems relevant and, therefore, is not assured.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended December 31, 2025.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)
(in millions)
October 1, 2025 - October 31, 2025 — $ — — $ 46.1
November 1, 2025 - November 30, 2025 261,891 21.60 261,891 40.5
December 1, 2025 - December 31, 2025 22,575 22.79 22,575 39.9
Total 284,466 284,466
(1) On February 1, 2023, the Company announced that the Board approved a share repurchase program under which the Company is authorized to repurchase up to $ 150.0 million of its Class A and/or Class B common shares over the next three years (“the 2023 Program”). As of December 31 , 2025 , the Company had $39.9 million remaining available for repurchase. In January 2026, the Board approved a new three-year, $150.0 million share repurchase program, effective upon the expiration of the 2023 Program. This new authorization replaces the 2023 Program, does not obligate the Company to repurchase a minimum number of shares, and is intended to help offset the dilutive effect of equity grants to employees over time. Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions.
Equity Compensation Plan Disclosure
The remaining information required by Item 5 is incorporated herein by reference to the information set forth under the caption “Equity Compensation Plan Information” under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters .
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Stock Performance Graph
The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or securities Exchange Act of 1934, each as amended, except to the extent the Company specifically incorporates such information by reference into such filing.
The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2020 through December 31, 2025. The 2020 peer group, which was used by the Board’s Compensation Committee for 2021 through 2024 compensation decisions, consisted of ArcBest Corp., Avis Budget Group, Inc., C.H. Robinson Worldwide, Expeditors International of Washington, Inc., Hub Group, Inc., JB Hunt Transport Services, Inc., Kirby Corporation, Knight-Swift Transportation Holdings Inc., Landstar System, Inc., Old Dominion Freight Line, Inc., Ryder System, Inc., Saia, Werner Enterprises, Inc., and XPO Logistics. In 2025, the Compensation Committee adopted the 2024 peer group for 2025 compensation decisions, modifying the 2020 peer group to add RXO and TFI International, while removing Avis Budget Group. The comparison assumes $100 was invested on December 31, 2020 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends. The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance.
12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
Schneider National, Inc. $ 100.00 $ 131.52 $ 115.90 $ 127.75 $ 149.14 $ 137.22
S&P 500 - Total Returns 100.00 128.71 105.40 133.10 166.40 196.16
Dow Jones Transportation 100.00 133.21 109.81 132.43 134.49 149.32
2024 Peer Group 100.00 150.44 124.06 166.38 165.01 169.38
2020 Peer Group 100.00 157.03 128.30 170.27 164.94 176.37
ITEM 6. [RESERVED]
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