SNDR

EX-99.1

2 a2026q1exhibit991earnings.htm

EX-99.1

Document

Schneider National, Inc. Announces First Quarter 2026 Results

•Operating Revenues $1.4 billion; $1.4 billion in 2025

•Income from Operations $33.4 million; $42.1 million in 2025

•Diluted Earnings per Share $0.12; $0.15 in 2025

•Adjusted Diluted Earnings per Share $0.12; $0.16 in 2025

•Full year 2026 Adjusted Diluted Earnings per Share guidance of $0.70 - $1.00

•Full year 2026 Net Capital Expenditures guidance of $400 - $450 million

Green Bay, Wis. - April 30, 2026 – Schneider National, Inc. (NYSE: SNDR, “Schneider” or the “Company”), a leading transportation and logistics services company, today announced results for the three months ended March 31, 2026.

“In the first quarter, we saw the impact of structural supply rationalization which is driving the market toward more normal conditions,” said Mark Rourke, President and Chief Executive Officer of Schneider. “Strong execution on our cost and productivity actions, as well as the benefits of operating a diverse, nimble portfolio, allowed us to capitalize on opportunities and effectively navigate a quarter marked by disruptive weather and fuel volatility.”

Rourke continued, “As freight fundamentals return to more rational cycle dynamics, we expect the benefits of our efforts to structurally improve the business through this downcycle will be increasingly evident. These efforts are now being complemented by measures we are taking to capitalize on early cycle tailwinds, such as leveraging our elevated spot exposure in Truckload Network and Logistics, maintaining a disciplined approach to contract acceptance and rate recovery, and growing over-the-road conversion opportunities for Intermodal.”

Results of Operations (unaudited)

The following table summarizes the Company’s results of operations for the periods indicated.

Three Months Ended March 31,

(in millions, except ratios & per share amounts)20262025Change

Operating revenues $1,398.5 $1,401.8 —%

Revenues (excluding fuel surcharge) 1,243.1 1,258.3 (1)%

Income from operations33.4 42.1 (21)%

Adjusted income from operations35.1 44.2 (21)%

Operating ratio97.6 %97.0 %(60) bps

Adjusted total operating expenses, net of fuel surcharge revenue$1,208.0 $1,214.1 (1)%

Adjusted operating ratio97.2 %96.5 %(70) bps

Net income $20.4 $26.1 (22)%

Adjusted net income 21.7 27.7 (22)%

Adjusted EBITDA 143.6 154.8 (7)%

Diluted earnings per share 0.12 0.15 (20)%

Adjusted diluted earnings per share 0.12 0.16 (25)%

Weighted average diluted shares outstanding 175.9 176.0 (0.1)

1

Enterprise Results

Enterprise income from operations for the first quarter of 2026 was $33.4 million, a decrease of $8.7 million, or 21%, compared to the same period in 2025. Diluted earnings per share were $0.12 and $0.15 in the first quarter of 2026 and 2025, respectively. Adjusted diluted earnings per share were $0.12 and $0.16 in the first quarter of 2026 and 2025, respectively.

Cash Flow and Capitalization

As of March 31, 2026, the Company had $399.2 million outstanding on total debt and finance lease obligations and cash and cash equivalents of $227.8 million.

Net capital expenditures decreased compared to the same period a year ago, primarily due to reduced purchases of transportation equipment. As a result, free cash flow increased $53.5 million compared to the same period in 2025.

In January 2026, the Company announced the approval of a new $150.0 million share repurchase program. As of March 31, 2026, the Company had repurchased a total of 0.2 million Class B shares amounting to $5.2 million under the new program.

In January 2026, the Company’s Board of Directors declared a $0.10 dividend payable to shareholders of record as of March 13, 2026, which was paid on April 8, 2026. On April 29, 2026, the Company’s Board of Directors declared a $0.10 dividend payable to shareholders of record as of June 12, 2026, expected to be paid on July 10, 2026. As of March 31, 2026, the Company had returned $17.1 million in the form of dividends to shareholders year to date.

Results of Operations – Reportable Segments

Truckload

Truckload revenues (excluding fuel surcharge) for the first quarter of 2026 were $618.0 million, an increase of $4.3 million, or 1%, compared to the same period in 2025. The increase was driven by improved Network productivity and, to a lesser extent, an increase in price for both Network and Dedicated, partially offset by lower Dedicated volume. Truckload revenue per truck per week was $4,051, up $98, or 2%, compared to the same quarter of 2025, reflecting improvements in both Network and Dedicated.

Truckload income from operations was $20.2 million in the first quarter of 2026, a decrease of $4.9 million, or 20%, compared to the same period in 2025. The decline was driven by higher maintenance costs, lower gains on sale of assets, and increased fuel expense, partially offset by improved productivity within Network and price. Truckload operating rati

sndr-202601290001692063false00016920632026-01-292026-01-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 29, 2026

Schneider National, Inc. (Exact Name of Registrant as Specified in Charter)

Wisconsin 001-38054 39-1258315 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3101 South Packerland DriveGreen BayWI54313 (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 classTrading SymbolName of each exchange on which registered Class B common stock, no par valueSNDRNew 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 2.02    Results of Operations and Financial Condition.

On January 29, 2026, Schneider National, Inc. issued a press release announcing its financial results for the three months ended December 31, 2025, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

The information in this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Special Note Regarding Forward-Looking Statements

This information contained in this Item contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, which are intended to come within the safe harbor protection provided by such Act. These forward-looking statements reflect our current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms, and phrases of similar meaning. 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. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 21, 2025, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this release to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

ITEM 9.01    Financial Statements and E

sndr-202510300001692063false00016920632025-10-302025-10-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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): October 30, 2025

Schneider National, Inc. (Exact Name of Registrant as Specified in Charter)

Wisconsin 001-38054 39-1258315 (State of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 3101 South Packerland DriveGreen BayWI54313 (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 classTrading SymbolName of each exchange on which registered Class B common stock, no par valueSNDRNew 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 2.02    Results of Operations and Financial Condition.

On October 30, 2025, Schneider National, Inc. issued a press release announcing its financial results for the three months ended September 30, 2025, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 2.02.

The information in this Item 2.02 and in Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Special Note Regarding Forward-Looking Statements

This information contained in this Item contains forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, which are intended to come within the safe harbor protection provided by such Act. These forward-looking statements reflect our current expectations, beliefs, plans, or forecasts with respect to, among other things, future events and financial performance and trends in the business and industry. Forward-looking statements are often characterized by words or phrases such as “may,” “will,” “could,” “should,” “would,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “target,” “prospects,” “potential” and “forecast,” and other words, terms, and phrases of similar meaning. 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. Such risks and uncertainties include, among others, those discussed in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K filed on February 21, 2025, as such may be amended or supplemented in Part II, Item 1A, “Risk Factors,” of subsequently filed Quarterly Reports on Form 10-Q, as well as those discussed in the consolidated financial statements, related notes, and other information appearing elsewhere in the aforementioned reports and other filings with the SEC. We do not intend, and undertake no obligation, to update any of our forward-looking statements after the date of this release to reflect actual results or future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

ITEM 9.01    Financial Statements and