sndr-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________________________

FORM 10-Q

___________________________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38054

_____________________________________________________________________________

Schneider National, Inc.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________________________________________________

Wisconsin

39-1258315

(State of Incorporation)

(IRS Employer Identification No.)

3101 South Packerland Drive

Green Bay

Wisconsin

54313

(Address of Registrant’s Principal Executive Offices and Zip Code)

(920) 592-2000

(Registrant’s Telephone Number, Including Area Code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of April 24, 2026, the registrant had 83,029,500 shares of Class A common stock, no par value, outstanding and 92,094,808 shares of Class B common stock, no par value, outstanding.

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SCHNEIDER NATIONAL, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended March 31, 2026

TABLE OF CONTENTS

Page

Cautionary Note Regarding Forward-Looking Statements

PART I. FINANCIAL INFORMATION

ITEM 1.

Financial Statements

Consolidated Statements of Comprehensive Income (Unaudited)

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Consolidated Statements of Shareholders’ Equity (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

Page

Note 1

Note 2

Note 3

Note 4

Note 5

Goodwill and Other Intangible Assets

Note 6

Debt and Credit Facilities

Note 7

Leases

Note 8

Income Taxes

Note 9

Common Equity

Note 10

Share-Based Compensation

Note 11

Commitments and Contingencies

Note 12

Segment Reporting

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

ITEM 4.

Controls and Procedures

PART II. OTHER INFORMATION

ITEM 1.

Legal Proceedings

ITEM 1A.

Risk Factors

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

ITEM 3.

Defaults Upon Senior Securities

ITEM 4.

Mine Safety Disclosures

ITEM 5.

ITEM 6.

GLOSSARY OF TERMS


3PL			Provider of outsourced logistics services. In logistics and supply chain management, it means a third-party provider to whom elements of the company’s inventory management, distribution, order fulfillment, warehousing, or supply chain management services have been outsourced.
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
Board			Board of Directors
ChemDirect			Fortem Invenio, Inc.
CODM			Chief Operating Decision Maker
Cowan			Cowan Systems, LLC; Cowan Transport Holdings, LLC; and Cowan Equipment Leasing, LLC
EBITDA			Earnings Before Interest, Taxes, Depreciation, and Amortization
FASB			Financial Accounting Standards Board
GAAP			United States Generally Accepted Accounting Principles
KPI			Key Performance Indicator
M&M			M&M Transport Services, LLC
MLS			Midwest Logistics Systems, Ltd. and affiliated entities holding assets comprising substantially all of its business
MLSI			Mastery Logistics Systems, Inc.
PSU			Performance-based Restricted Stock Unit
RSU			Restricted Stock Unit
rTSR			Relative Total Shareholder Return
SEC			United States Securities and Exchange Commission

Term SOFR			The CME Term SOFR Reference Rate administered by CME Group Benchmark Administration Limited
TuSimple			TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited)
U.S.			United States

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the Company’s current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. The words “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “prospects,” “potential,” “budget,” “forecast,” “continue,” “predict,” “seek,” “objective,” “goal,” “guidance,” “outlook,” “effort,” “target,” and similar words, expressions, terms, and phrases, generally identify forward-looking statements, which speak only as of the date the statements were made. Forward-looking statements involve estimates, expectations, projections, goals, forecasts, assumptions, risks, and uncertainties. Readers are cautioned that a forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement.

The risks, uncertainties, and other factors that could cause or contribute to actual results differing materially from those expressed or implied by the forward-looking statements include, but are not limited to, the following: unfavorable economic and market conditions, including inflation, tariffs, and trade disputes; our ability to successfully manage operational challenges and disruptions, as well as related federal, state, and local government responses arising from future pandemics; economic and business risks inherent in the truckload and transportation industry, including competitive pressures pertaining to pricing, capacity, and service; our ability to effectively manage truck capacity brought about by cyclical driver shortages and successfully execute our yield management strategies; our ability to maintain key customer and supply arrangements, including dedicated arrangements, and to manage disruption of our business due to factors outside of our control, such as natural disasters, acts of war or terrorism, disease outbreaks, or pandemics; volatility in the market valuation of our investments in strategic partners and technologies; our ability to manage and effectively implement our growth and diversification strategies and cost saving initiatives; our dependence on our reputation and the Schneider brand and the potential for adverse publicity, damage to our reputation, and the loss of brand equity; risks related to demand for our service offerings; risks associated with the loss of a significant customer or customers; capital investments that fail to match customer demand or for which we cannot obtain adequate funding; fluctuations in the price or availability of fuel, the volume and terms of diesel fuel purchase agreements, our ability to recover fuel costs through our fuel surcharge programs, and potential changes in customer preferences (e.g. truckload vs. intermodal services) driven by diesel fuel prices; fluctuations in the value and demand for our used Class 8 heavy-duty tractors and trailers; our ability to attract and retain qualified drivers, owner-operators, and third-party carriers in sufficient numbers to support our service offerings; our dependence on railroads in the operation of our intermodal business; changes in the outsourcing practices of our third-party logistics customers; difficulty in obtaining fuel, equipment, goods, and services from our vendors and suppliers; variability in insurance and claims expenses and the risks of insuring claims through our captive insurance company; the impact of laws and regulations that apply to our business, including those that relate to the environment, taxes, associates, owner-operators, and our captive insurance company; changes to those laws and regulations; and the increased costs of compliance with existing or future federal, state, and local regulations; political, economic, and other risks from cross-border operations and operations in multiple countries; risks associated with financial, credit, and equity markets, including our ability to service indebtedness and fund capital expenditures and strategic initiatives; negative seasonal patterns generally experienced in the trucking industry during traditionally slower shipping periods and winter months; risks associated with severe weather and similar events; significant systems disruptions, including those caused by cybersecurity events and firmware defects; exposure to claims and lawsuits in the ordinary course of business; our ability to adapt to new technologies and new participants in the truckload and transportation industry; and those risks and uncertainties discussed in (1) our most recently filed Annual Report on Form 10-K in (a) Part I, Item 1A. “Risk Factors,” (b) Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (c) Part II, Item 8. “Financial Statements and Supplementary Data: Note 13, Commitments and Contingencies,” (2) this Quarterly Report on Form 10-Q in (a) Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” (b) Part I, Item 1. “Financial Statements: Note 11, Commitments and Contingencies,” and (c) Part II, Item 1A. “Risk Factors,” and (3) other factors discussed in filings with the SEC by the Company. The Company undertakes no obligation to publicly release any revision to its forward-looking statements to reflect events or circumstances which may occur after the date of this Report.

WHERE TO FIND MORE INFORMATION

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information that the Company files electronically with the SEC. These documents are also available to the public from commercial document retrieval services and at the “Investors” section of our website at www.schneider.com. Information disclosed or available on our website shall not be deemed incorporated into, or to be a part of, this Report.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in millions, except per share data)



	Three Months Ended March 31,
	2026		2025
Operating revenues	$	1,398.5	$	1,401.8
Operating expenses:
Purchased transportation	477.6		485.4
Salaries, wages, and benefits	395.3		400.0
Fuel and fuel taxes	124.1		111.3
Depreciation and amortization	110.9		113.6
Operating supplies and expenses—net	187.8		175.1
Insurance and related expenses	40.0		41.2
Other general expenses	29.4		33.1


Total operating expenses	1,365.1		1,359.7
Income from operations	33.4		42.1
Other expenses (income):
Interest income	(1.5)		(1.6)
Interest expense	7.0		7.8
Other expenses—net	0.7		1.1
Total other expenses—net	6.2		7.3
Income before income taxes	27.2		34.8
Provision for income taxes	6.8		8.7
Net income	20.4		26.1
Other comprehensive income (loss):
Foreign currency translation adjustment—net	(0.1)		—
Net unrealized (losses) gains on marketable securities—net of tax	(0.1)		0.5
Total other comprehensive (loss) income—net	(0.2)		0.5
Comprehensive income	$	20.2	$	26.6

Weighted average shares outstanding	175.1		175.3
Basic earnings per share	$	0.12	$	0.15

Weighted average diluted shares outstanding	175.9		176.0
Diluted earnings per share	$	0.12	$	0.15

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share data)



	March 31,		December 31,
	2026		2025
Assets
Current Assets:
Cash and cash equivalents	$	227.8	$	201.5
Marketable securities	37.3		41.8
Trade accounts receivable—net of allowance of $5.1 million and $6.0 million, respectively	639.7		578.3
Other receivables	116.5		71.1
Current portion of lease receivables—net of allowance of $0.8 million	80.6		80.7
Inventories—net	78.1		99.8
Prepaid expenses and other current assets	147.6		108.0
Total current assets	1,327.6		1,181.2
Noncurrent Assets:
Property and equipment:
Transportation equipment	4,186.2		4,168.5
Land, buildings, and improvements	292.8		271.5
Other property and equipment	119.3		119.3
Total property and equipment	4,598.3		4,559.3
Less accumulated depreciation	1,898.5		1,839.7
Net property and equipment	2,699.8		2,719.6
Lease receivables	137.5		131.9
Internal use software and other noncurrent assets	420.7		470.0
Goodwill	337.4		337.4
Total noncurrent assets	3,595.4		3,658.9
Total Assets	$	4,923.0	$	4,840.1
Liabilities and Shareholders’ Equity
Current Liabilities:
Trade accounts payable	$	271.9	$	208.6
Accrued salaries, wages, and benefits	85.3		78.0
Claims accruals—current	197.7		150.6
Current maturities of debt and finance lease obligations	10.7		11.1
Other current liabilities	116.2		107.5
Total current liabilities	681.8		555.8
Noncurrent Liabilities:
Long-term debt and finance lease obligations	388.1		390.9
Claims accruals—noncurrent	131.3		170.2
Deferred income taxes	594.1		593.8
Other noncurrent liabilities	107.3		104.7
Total noncurrent liabilities	1,220.8		1,259.6
Total Liabilities	1,902.6		1,815.4
Commitments and Contingencies (Note 11)
Shareholders’ Equity:
Preferred shares, no par value, 50,000,000 shares authorized, no shares issued or outstanding	—		—
Class A common shares, no par value, 250,000,000 shares authorized, 83,029,500 shares issued and outstanding	—		—
Class B common shares, no par value, 750,000,000 shares authorized, 96,723,870 and 96,402,481 shares issued and 92,094,808 and 91,985,627 shares outstanding, respectively	—		—
Additional paid-in capital	1,617.7		1,619.4
Retained earnings	1,521.0		1,518.2
Accumulated other comprehensive loss	(2.1)		(1.9)
Treasury stock, at cost, 4,629,062 and 4,416,854 shares, respectively	(116.2)		(111.0)
Total Shareholders’ Equity	3,020.4		3,024.7
Total Liabilities and Shareholders’ Equity	$	4,923.0	$	4,840.1

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)



	Three Months Ended March 31,
	2026		2025
Operating Activities:
Net income	$	20.4	$	26.1
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	110.9		113.6
Gains on sales of property and equipment—net	(1.2)		(2.4)
Proceeds from lease receipts	14.4		15.5
Deferred income taxes	0.3		(7.9)
Long-term incentive and share-based compensation expense	4.2		4.6
Loss on investments in equity securities—net	—		0.5
Other noncash items—net	0.7		(0.5)
Changes in operating assets and liabilities:
Receivables	(59.9)		(9.1)
Other assets	(47.1)		(36.6)
Claims reserves and receivables—net	6.8		(7.0)
Payables	25.8		3.9
Other liabilities	17.6		(9.0)
Net cash provided by operating activities	92.9		91.7
Investing Activities:
Purchases of transportation equipment	(40.9)		(114.4)
Purchases of other property and equipment	(27.0)		(6.8)
Proceeds from sale of property and equipment	23.1		24.1
Proceeds from sale of off-lease inventory	6.1		5.7
Purchases of lease equipment	—		(22.6)

Proceeds from marketable securities	4.5		0.4

Investments in equity securities and equity method investment	(0.6)		(0.1)
Investments in notes receivable	—		(13.0)

Net cash used in investing activities	(34.8)		(126.7)
Financing Activities:
Proceeds under revolving credit agreements	—		50.0

Proceeds from long-term debt	—		100.0
Payments of debt and finance lease obligations	(3.3)		(96.0)
Dividends paid	(17.1)		(17.0)
Repurchases of common stock	(5.2)		(8.3)
Other financing activities	(6.2)		(5.1)
Net cash (used in) provided by financing activities	(31.8)		23.6
Net increase (decrease) in cash and cash equivalents	26.3		(11.4)
Cash and Cash Equivalents:
Beginning of period	201.5		117.6
End of period	$	227.8	$	106.2

Additional Cash Flow Information:
Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	$	37.7	$	18.0
Dividends declared but not yet paid	18.2		17.2


Cash paid during the period for:
Interest	5.8		8.8
Income taxes—net of refunds	0.6		0.2

See notes to consolidated financial statements (unaudited).

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SCHNEIDER NATIONAL, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(in millions, except per share data)



	Common Stock		Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total

Balance—December 31, 2025	$	—	$	1,619.4	$	1,518.2	$	(1.9)	$	(111.0)	$	3,024.7
Net income	—		—		20.4		—		—		20.4
Other comprehensive loss	—		—		—		(0.2)		—		(0.2)
Share-based compensation expense	—		4.5		—		—		—		4.5
Dividends declared at $0.10 per share of Class A and Class B common shares	—		—		(17.6)		—		—		(17.6)
Repurchases of common stock	—		—		—		—		(5.2)		(5.2)


Shares withheld for employee taxes	—		(6.2)		—		—		—		(6.2)
Balance—March 31, 2026	$	—	$	1,617.7	$	1,521.0	$	(2.1)	$	(116.2)	$	3,020.4
























Balance—December 31, 2024	$	—	$	1,605.3	$	1,481.8	$	(3.8)	$	(96.4)	$	2,986.9
Net income	—		—		26.1		—		—		26.1
Other comprehensive income	—		—		—		0.5		—		0.5
Share-based compensation expense	—		4.9		—		—		—		4.9
Dividends declared at $0.095 per share of Class A and Class B common shares	—		—		(16.8)		—		—		(16.8)
Repurchases of common stock	—		—

SEC Form 10-Q filed by Schneider National Inc.