8-K - SNDR - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

_____________________________________________________________________________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 30, 2023

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Schneider National, Inc.

(Exact Name of Registrant as Specified in Charter)

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Wisconsin	001-38054		39-1258315
(State of incorporation)	(Commission<br>File Number)		(I.R.S. Employer<br>Identification No.)
3101 South Packerland Drive	Green Bay	WI	54313
(Address of Principal Executive Offices)			(Zip Code)

(920) 592-2000 (Registrant's Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- | | ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 8.01. Other Events.

Increase in Quarterly Dividend

On February 1, 2023, the Company announced that on January 30, 2023, the Board of Directors (the “Board”) of Schneider National, Inc. (the “Company”) approved a quarterly cash dividend for the first fiscal quarter of 2023 in the amount of $0.09 per share to holders of the Company's Class A and Class B common stock. The dividend is payable to the Company's shareholders of record at the close of business on March 10, 2023 and is expected to be paid on April 10, 2023.

Share Repurchase Program

On February 1, 2023, the Company also announced that on January 31, 2023, its Board approved a new stock repurchase program under which up to $150 million of the Company’s outstanding Class A common stock, no par value, and/or Class B common stock, no par value, may be acquired over the next three years (the “Share Repurchase Program”).

A press release announcing the Company’s quarterly dividend and Share Repurchase Program was issued and is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No. Description of Exhibit

99.1 Press Release dated February 1, 2023

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 1, 2023	SCHNEIDER NATIONAL, INC.
By:	/s/ Thomas G. Jackson
---	---
Name:	Thomas G. Jackson
Title:	Executive Vice President, General Counsel and Corporate Secretary

q12023dividendandprogram

Media Relations Contact Kara Leiterman, Schneider M 920-370-7188 leitermank@schneider.com For additional or story assistance, please contact Kara Leiterman, Media Relations Manager M 920-370-7188 leitermank@schneider.com Investor Relations Contact Steve Bindas, Schneider 920-357-SNDR (7637) investor@schneider.com schneider.com/news Schneider National, Inc. increases quarterly dividend and announces share repurchase program GREEN BAY, Wis. (February 1, 2023) – Schneider (NYSE: SNDR), a premier multimodal provider of transportation, intermodal, and logistics services announced today that on January 30, 2023, its Board of Directors declared a quarterly cash dividend of $0.09 per share on its Class A and Class B common stock, payable to shareholders of record as of March 10, 2023. The dividend is expected to be paid on April 10, 2023. On January 31, 2023, its Board of Directors approved a new stock repurchase program (the “Share Repurchase Program”) under which up to $150 million of the Company’s outstanding Class A common stock, no par value, and/or Class B common stock, no par value, may be acquired over the next three years. The Share Repurchase Program is a complementary component of the Company’s capital allocation framework and will primarily serve to offset the dilutive effect of equity grants to employees over time. Stock repurchases under the Share Repurchase Program may be made from time to time, at the discretion of management, through open market repurchases effected through a broker at prevailing market prices, or through privately negotiated transactions, based on a variety of factors including our liquidity and capital position, current market conditions, and the future economic and earnings outlook. There can be no assurance as to the number of shares the Company will purchase pursuant to the Share Repurchase Program, if any, and the Company may discontinue purchases at any time at the discretion of management. The Share Repurchase Program may be increased or otherwise modified, renewed, suspended, or terminated by the Company at any time, without prior notice. About Schneider Schneider is a premier multimodal provider of transportation, intermodal, and logistics services. Offering one of the broadest portfolios in the industry, Schneider’s solutions include Regional and Long-Haul Truckload, Expedited, Dedicated, Bulk, Intermodal, Brokerage, Warehousing, Supply Chain Management, Port Logistics, and Logistics Consulting. With $5.6 billion in annual revenue, Schneider has been safely delivering superior customer experiences and investing in innovation for over 85 years. The company’s digital marketplace, Schneider FreightPower®, is revolutionizing the industry, giving shippers access to an