Schneider National, Inc. (NASDAQ: SNDR) director James R. Giertz has reported an acquisition of deferred stock units in the company's Class B Common Stock, according to a beneficial ownership disclosure filed on July 14, 2026, and covering a transaction dated July 10, 2026. The acquisition, totaling 11.9 units at a price of $36.40, was made through the dividend reinvestment feature of Schneider National's Director Deferred Compensation Program. Following the transaction, Giertz holds a total of 67,225.12 units of Class B Common Stock on a direct basis. Investors tracking insider ownership and director compensation activity at Schneider National may find the disclosure informative as part of a broader picture of board-level alignment with shareholder interests.

Key Points

  • NASDAQ: SNDR
  • Director James R. Giertz acquired 11.9 deferred stock units of Schneider National Class B Common Stock on July 10, 2026, through the company's Director Deferred Compensation Program dividend reinvestment feature
  • The transaction was recorded at a price of $36.40 per unit; total beneficial ownership following the transaction stands at 67,225.12 units of Class B Common Stock held directly
  • Investors may wish to monitor further director compensation-related transactions and any updates to beneficial ownership levels at Schneider National going forward

Giertz Adds to Class B Common Stock Holdings Through Deferred Compensation Reinvestment

According to the beneficial ownership update filed on July 14, 2026, Schneider National director James R. Giertz acquired 11.9 deferred stock units of the company's Class B Common Stock on July 10, 2026. The transaction was classified as an acquisition under the applicable reporting instructions, and was recorded at a per-unit price of $36.40. The disclosure confirms that following this transaction, Giertz holds a total of 67,225.12 units of Class B Common Stock on a direct basis.

The relatively modest size of the transaction in terms of unit count reflects the mechanical nature of dividend reinvestment activity within a structured director compensation framework, rather than an open-market purchase. As the filing explains, these deferred stock units were accumulated pursuant to the dividend reinvestment feature of the Schneider National, Inc. Director Deferred Compensation Program. Such transactions are a routine component of director compensation arrangements at many publicly traded companies and reflect ongoing participation in an existing plan.

Director Deferred Compensation Program and Dividend Reinvestment Feature Explained

The disclosure provides specific context regarding the mechanism by which these deferred stock units were acquired. The filing states that the units were obtained pursuant to a previously available dividend reinvestment feature of the Schneider National, Inc. Director Deferred Compensation Program. This type of arrangement allows directors to receive a portion of their compensation on a deferred basis, with dividends paid on notional share holdings reinvested into additional deferred stock units rather than distributed as cash.

Importantly, the filing further states that the units will be settled in shares of Class B Common Stock in accordance with the terms of the Program. This means that while Giertz currently holds these units in deferred form, they are ultimately convertible to actual shares of Class B Common Stock at a future point defined by the Program's terms. This structure is designed to align director compensation with long-term shareholder value, as the ultimate settlement value depends on the company's share price at the time of conversion.

Schneider National's Class B Common Stock Structure and Director Ownership

Schneider National, Inc. operates with a dual-class share structure that includes both Class A and Class B Common Stock. The beneficial ownership disclosure filed by Giertz relates specifically to Class B Common Stock, which is the class listed and traded on NASDAQ under the ticker symbol SNDR. Understanding the distinction between share classes is relevant for investors assessing the significance of insider ownership data, as voting rights and economic interests may differ between share classes under Schneider National's corporate governance structure.

The accumulation of 67,225.12 total units of Class B Common Stock following this latest transaction represents Giertz's reported beneficial ownership position on a direct basis as of the transaction date. The disclosure does not reference any indirect holdings or joint filing arrangements for this particular report. The filing was signed on July 14, 2026, by Thomas Jackson acting under a power of attorney on behalf of James Giertz, which is a standard administrative practice for insider disclosure filings.

Transaction Code and Regulatory Classification of the Acquisition

The transaction reported in this disclosure carries an acquisition code, indicating that securities were received rather than disposed of. This is consistent with the described mechanism — a dividend reinvestment feature crediting additional deferred stock units to the director's account — which by its nature results in an increase in the reporting person's beneficial ownership rather than a reduction. The filing does not indicate that any disposition of securities occurred in connection with this or any related transaction on or around July 10, 2026.

Beneficial ownership disclosures of this nature are required under Section 16(a) of the Securities Exchange Act of 1934, which mandates that directors, officers, and significant shareholders of publicly traded companies report changes in their beneficial ownership within specified timeframes. The timely filing of such disclosures provides market participants with transparency regarding insider transactions, supporting informed investment decision-making. The filing does not indicate that any Rule 10b5-1 trading plan was in place for this transaction.

Giertz's Role as a Director of Schneider National

James R. Giertz is identified in the disclosure as a director of Schneider National, Inc., with a listed address in Green Bay, Wisconsin — the same city where Schneider National's operations are headquartered. The filing confirms that Giertz's relationship to the issuer is solely as a director, and does not indicate any officer title or a 10% or greater ownership position. This characterization places the reported transaction firmly within the category of non-executive director compensation activity rather than executive insider trading.

Director deferred compensation programs are common governance tools used by public companies to attract and retain qualified board members while further aligning their financial interests with those of long-term shareholders. By deferring compensation into stock-linked units that settle in actual shares, directors take on exposure to the company's stock price performance over time, reinforcing the alignment of board decision-making with shareholder value creation. The filing does not include any commentary from Giertz or the company regarding the strategic rationale for participation in the Program.

Per-Unit Price of $36.40 Recorded for the July 10, 2026 Transaction

The beneficial ownership report records the per-unit price for the July 10, 2026 transaction as $36.40. This figure represents the value at which the 11.9 deferred stock units were credited to Giertz's account under the Director Deferred Compensation Program's dividend reinvestment feature, and reflects the applicable price of Schneider National Class B Common Stock used in calculating the reinvestment. The filing does not provide additional commentary on how this price was determined or whether it represents an exact market price or a calculated average.

The immediate share price impact of this disclosure was not clear from available public information. Because the transaction involved a small number of units acquired through a routine program mechanism rather than an open-market transaction, the disclosure is unlikely to be interpreted as a significant directional signal by most investors. Nevertheless, the recorded price of $36.40 provides a reference data point for investors tracking Schneider National's share price levels around the time of the transaction.

Cumulative Beneficial Ownership Position Following the Reported Transaction

Following the reported acquisition of 11.9 deferred stock units, the disclosure confirms that James R. Giertz's total beneficial ownership in Schneider National Class B Common Stock stands at 67,225.12 units, held directly. This figure represents the aggregate of all previously held units and the newly acquired units resulting from the dividend reinvestment activity described in the filing. The fractional nature of both the acquired amount and the total holding is consistent with the mathematical precision inherent in dividend reinvestment calculations, where fractional units are credited based on the exact dollar value of dividends reinvested.

Investors and analysts who monitor director ownership levels as a gauge of insider confidence may note that Giertz's total position reflects a meaningful accumulation of deferred units over time through the Director Deferred Compensation Program. The filing does not disclose the historical timeline over which this total position was built, nor does it break down how much of the total represents original deferred compensation allocations versus accumulated dividend reinvestment units. The company did not disclose this figure in the filing.

Power of Attorney Filing by Thomas Jackson on Behalf of Giertz

A notable procedural detail in the disclosure is that the beneficial ownership update was signed and filed on July 14, 2026, by Thomas Jackson acting under a power of attorney on behalf of James R. Giertz. The use of a power of attorney for the filing of beneficial ownership updates is a recognized and legally accepted practice under applicable securities regulations, and does not affect the validity or accuracy of the disclosure. It is common for directors, particularly those with extensive administrative support arrangements, to authorize agents to file required disclosures on their behalf.

The four-day gap between the transaction date of July 10, 2026, and the filing date of July 14, 2026, is consistent with the standard two-business-day reporting window required for beneficial ownership changes under Section 16(a) for transactions occurring after August 29, 2002, when accounting for the transaction date itself and applicable business day calculations. The filing does not indicate any amendment to a prior disclosure or any corrective element relating to previously reported transactions.

Schneider National's Broader Insider Ownership and Governance Context

Schneider National, Inc. is a major North American transportation and logistics company headquartered in Green Bay, Wisconsin, and listed on NASDAQ under the ticker SNDR. The company's board of directors plays an important role in overseeing strategy, risk management, and executive compensation. Beneficial ownership disclosures from directors such as Giertz contribute to the ongoing public record of insider shareholding that investors and governance analysts use to evaluate board-level alignment with shareholder interests.

The Director Deferred Compensation Program referenced in this disclosure reflects one component of Schneider National's overall approach to board member compensation. Deferred compensation programs of this type are standard features of governance at large-cap and mid-cap publicly traded companies, and the dividend reinvestment feature specifically is designed to encourage directors to maintain and grow their economic exposure to the company over the duration of their board service. The filing does not provide further details about the Program's overall structure, total assets, or the number of participating directors.