Schneider National, Inc. (Form: 10-K, Received: 02/23/2024 12:13:23)

Exhibit 4.1 DESCRIPTION OF CLASS B COMMON STOCK OF SCHNEIDER NATIONAL, INC. The following descriptions are summaries of the material terms of our Amended and Restated Articles of Incorporation, Amended and Restated Bylaws, Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement, Amended and Restated Stock Restriction Agreement and the Amended and Restated Schneider Family Board Nomination Process Agreement. Reference is made to the more detailed provisions of, and the descriptions are qualified in their entirety by reference to, these documents, which are exhibits to this Annual Report on Form 10-K, and applicable law including the Wisconsin Business Corporation Law (WBCL). General Our authorized capital stock consists of 250,000,000 shares of Class A common stock, no par value per share, 750,000,000 shares of Class B common stock, no par value per share and 50,000,000 shares of preferred stock, no par value per share. Our shares of Class B common stock are registered under Section 12 of the Securities Exchange Act of 1934. Class A Common Stock Class A common stock outstanding. As of February 20, 2024, there were 83,029,500 shares of Class A common stock outstanding. All outstanding shares of Class A common stock are fully paid and non-assessable. The Schneider National, Inc. Voting Trust (the “Voting Trust”) holds all outstanding shares of Class A common stock for the benefit of certain Schneider family trusts. Voting rights. The holder of Class A common stock is entitled to ten votes per share on all matters to be voted upon by our shareholders. See “Voting Trust Agreement.” Conversion. The Voting Trust is the sole qualified Class A shareholder that is qualified to hold Class A common stock. Our shares of Class A common stock will automatically convert into shares of Class B common stock on a one-for-one basis upon any transfer of Class A common stock, whether or not for value and whether voluntary or involuntary, in exchange for a trust certificate of the Voting Trust representing such share. We shall at all times reserve and keep available out of our authorized but unissued shares of Class B common stock a number of shares of Class B common stock sufficient to effect the conversion of all then outstanding shares of Class A common stock. Our Class A common stock is not and will not be listed for trading on any national stock exchange. Therefore, no trading market is expected to develop in our Class A common stock. Class B Common Stock Class B common stock outstanding. As of February 20, 2024, there were 92,955,984 shares of Class B common stock outstanding. All outstanding shares of Class B common stock are fully paid and non-assessable.

Voting rights. The holders of Class B common stock are entitled to one vote per share on all matters to be voted upon by our shareholders. Our Class A shareholders and Class B shareholders will vote together as a single group on all matters (including the election of directors) submitted to a vote of shareholders, subject to voting with respect to distribution rights as explained below, except as otherwise expressly provided for in our Amended and Restated Articles of Incorporation or required by applicable law. Conversion. Our Class B common stock is not convertible into any other shares of our capital stock. Other Rights of Class A Common Stock and Class B Common Stock Generally Except as otherwise provided in our Amended and Restated Articles of Incorporation or as required by applicable law, the rights of the holders of Class A common stock and Class B common stock are identical, except for the voting rights and conversion, as described above. Distribution rights. Subject to preferences that may be applicable to any outstanding preferred stock and except as otherwise provided in the Amended and Restated Articles of Incorporation, the holders of Class A common stock and Class B common stock are entitled to receive ratably such dividends, if any, as may be declared from time to time by the Board of Directors out of funds legally available therefor. However, a different dividend per share of Class A common stock and Class B common stock may be made if such different dividend is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group. Rights upon liquidation. In the event of any dissolution, liquidation or winding up of the company, the holders of Class A common stock and Class B common stock are entitled to share ratably in all assets and funds remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. However, a different distribution per share of Class A common stock and Class B common stock may be made if such different distribution is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group. Subdivision or combination. Shares of Class A common stock and Class B common stock may not be subdivided or combined unless the shares of the other class are concurrently therewith proportionately subdivided or combined in the manner that maintains the same proportionate equity ownership between the holders of the outstanding Class A common stock and Class B common stock on the record date of such subdivision or combination. However, the shares of one class may be subdivided or combined in a different or disproportionate manner if such subdivision or combination is approved in advance by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group. Merger or consolidation. In the case of any distribution or payment in respect of the shares of Class A common stock and Class B common stock upon the consolidation or merger of the company with or into any other entity, such distribution or payment shall be made ratably on a per share basis among the holders of Class A common stock and Class B common stock as a single class. However, shares of one such class may receive different or disproportionate distributions or payments in connection with such merger or consolidation if (i) the

only difference in the per share distribution to the holders of the Class A common stock and Class B common stock is that any securities distributed to a holder of a share of Class A common stock have ten times the voting power of any securities distributed to the holder of Class B common stock or (ii) such merger or consolidation is approved by the affirmative vote of the holders of a majority of the outstanding shares of both Class A common stock and Class B common stock, each voting as a separate group. Other rights. The holders of our Class A common stock and Class B common stock have no preemptive, subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the Class A common stock and Class B common stock. The rights, preferences and privileges of holders of our Class A common stock and Class B common stock will be subject to those of the holders of any shares of our preferred stock we may issue in the future. Preferred Stock Our Board of Directors has the authority to issue shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, dividend rates, conversion, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without further vote or action by the shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of the company without further action by the shareholders and may adversely affect the voting and other rights of the holders of Class B common stock. Election and Removal of Directors; Vacancies Our Board of Directors will consist of up to fifteen directors, excluding any directors elected by holders of preferred stock voting separately as a series under our Amended and Restated Articles of Incorporation. The exact number of directors will be fixed from time to time by resolution of the Board of Directors. In accordance with our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws and the Schneider Family Board Nomination Process Agreement, each of our directors will serve for a one-year term or until his or her successor is elected. At each annual meeting of our shareholders, our shareholders will elect the members of our Board of Directors. There is no limit on the number of terms a director may serve on our Board of Directors. No Cumulative Voting The WBCL provides that shareholders are not entitled to the right to cumulate votes in the election of directors unless our Amended and Restated Articles of Incorporation provides otherwise. Our Amended and Restated Articles of Incorporation do not provide for cumulative voting for the election of directors. Shareholder Action by Written Consent The WBCL permits shareholder action by written consent if so provided by our Amended and Restated Articles of Incorporation. Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws

permit shareholder action by written consent for any action that may be taken at a shareholders’ meeting if written consents are submitted and signed by shareholders entitled to vote at a meeting with voting power not less than the minimum number of votes entitled to vote on such action were a meeting to vote on such action to be held. Shareholder Meetings Our Amended and Restated Bylaws provide that special meetings of shareholders may be called only by our Board of Directors or our chief executive officer. Our Amended and Restated Bylaws also provide that a special meeting of shareholders may be held if written demand(s) are submitted by holders of at least ten percent of all votes entitled to be cast on any issue proposed to be considered at such meeting. Shareholder Approval of Major Transactions Our Amended and Restated Bylaws state that we shall not enter into any “Major Transaction” unless the consummation of the proposed Major Transaction is conditioned upon the approval of such Major Transaction by 60% of the voting power of our outstanding shares of stock. Our Amended and Restated Bylaws define a Major Transaction as any one of the following: (i) any transaction to which we are party that results in, or would result in, more than 40% of the voting power of our outstanding shares of stock being held collectively by persons who are not members of the Schneider family, (ii) the sale of all or substantially all of our assets, (iii) our dissolution or liquidation, (iv) changing the location of our headquarters from Green Bay, Wisconsin to a different location, (v) the removal of the name “Schneider” from our legal and/or business name or (vi) changing our official color from orange. Our Amended and Restated Articles of Incorporation provide that we shall not enter into any proposed Major Transaction except in accordance with our Amended and Restated Bylaws. Amendment of Amended and Restated Articles of Incorporation The affirmative vote of holders of at least 50% of the voting power of our outstanding shares of stock will generally be required to amend provisions of our Amended and Restated Articles of Incorporation. The affirmative votes of at least 75% of our directors and of at least 80% of the outstanding shares of Class A common stock shall be required to amend certain provisions of our Amended and Restated Articles of Incorporation, including the provision related to a Major Transaction described above. Amendment of Amended and Restated Bylaws Our Amended and Restated Bylaws may generally be altered, amended or repealed, and new bylaws may be adopted, with: • the affirmative vote of a majority of our directors; or • the affirmative vote of holders of at least a majority of the voting power of our outstanding shares of voting stock. The affirmative votes of at least 75% of our directors and of at least 80% of the outstanding shares of Class A common stock and Class B common stock shall be required to amend certain provisions of our Amended and Restated Bylaws, including the corporate governance bylaws, such as director nominations, voting for directors, director qualifications, tenure of directors, director vacancies, committees, indemnification, shareholder approval of

Major Transactions and the power to amend certain bylaws related to the corporate governance bylaws. The aforementioned voting requirements are required until the first occurrence of: (i) any of the following Major Transactions: (a) any transaction to which we are party that results in, or would result in, more than 40% of the voting power of our outstanding shares of stock being held collectively by persons who are not members of the Schneider family, (b) the sale of all or substantially all of our assets, (c) our dissolution or liquidation or (ii) the termination of the Voting Trust (as described below). Voting Trust Agreement The Voting Trust holds all of the outstanding shares of Class A common stock and is governed by the Amended and Restated 1995 Schneider National, Inc. Voting Trust Agreement and Voting Agreement, which we refer to herein as the Voting Trust Agreement. The Voting Trustees are the members of the corporate governance committee of the Board of Directors who are not Schneider family members. In exchange for shares of Class A common stock transferred to the Voting Trust by Schneider family trusts, the Voting Trustees issued trust certificates evidencing shares of beneficial interest in the Voting Trust equal to the number of shares of Class A common stock transferred to the Voting Trust. The Voting Trustees do not have any economic rights or investment power with respect to the shares of Class A common stock transferred to the Voting Trust; their rights consist of voting rights. Under the Voting Trust Agreement, the Voting Trust exercises all voting power with respect to shares of Class A common stock. Unless otherwise prescribed by the Voting Trust Agreement, the Voting Trustees must act by majority consent in exercising all voting power with respect to the shares of Class A common stock subject to the Voting Trust. However, if there is a vacancy, the Voting Trustees must act by unanimous consent. On votes with respect to Major Transactions, the Voting Trustees must take direction from the holders of trust certificates, voting in the same proportion as the vote of the holders of trust certificates. As a result, the vote on any Major Transactions will not be controlled by the Voting Trust, but instead will be controlled by certain trusts for the benefit of the Schneider family members holding the trust certificates issued by the Voting Trust. The Voting Trust also requires the Voting Trustees to vote all shares of capital stock of the company held by the Voting Trust entitled to vote in the election of directors of the company to elect as director: (i) each eligible family member (as defined in the Voting Trust Agreement) who has been nominated in accordance with the Schneider Family Board Nomination Process Agreement (described below); (ii) the Chief Executive Officer; and (iii) each of up to fifteen individuals who are not eligible family members, less the number of individuals elected pursuant to (i) and (ii). The Voting Trust Agreement will automatically terminate upon:  any of the following Major Transactions: (i) any transaction to which we are party that results in, or would result in, more than 40% of the voting power of our outstanding shares of stock being held collectively by persons who are not members of the Schneider family, (ii) the sale of all or substantially all of our assets or (iii) our dissolution or liquidation;  the affirmative vote of holders of trust certificates then holding at least 80% of the shares of beneficial interest in the Voting Trust or the unanimous agreement of the trustees of the Voting Trust to terminate the Voting Trust within 180 days after the issuance of our financial statements for any fiscal year as of the end of which the book value of the company plus any distributions is less than two-thirds of the book

value of the company as of the end of any of the five fiscal years of the company preceding such fiscal year; or  the time at which the outstanding shares of Class B common stock represent more than 40% of the voting power of the capital stock of the company entitled to vote generally in the election of directors. Amended and Restated Stock Restriction Agreement The Amended and Restated Stock Restriction Agreement, which we refer to herein as the SRA, limits the transfer of trust certificates (evidencing shares of beneficial interest in the Voting Trust equal to the number of shares of Class A common stock transferred to the Voting Trust) or any interests therein from the Voting Trust to another party. The SRA provides for two circumstances in which a member of the Schneider family (and holder of a trust certificate) may withdraw shares of Class A common stock from the Voting Trust for sale, and such withdrawn shares shall be converted to shares of Class B common stock effective upon transfer in accordance with the Amended and Restated Articles of Incorporation. The first circumstance is the funding of estate taxes attributable to shares of Class A common stock and the second circumstance is “emergency need” as defined in the SRA. The SRA provides that, prior to the termination of the Voting Trust, any shares of Class A common stock (represented by a trust certificate) that are transferred outside the Schneider family will be distributed from the Voting Trust and converted to shares of Class B common stock effective upon transfer and in accordance with the Amended and Restated Articles of Incorporation. However, if such transfer is to an irrevocable trust providing a surviving spouse with income rights only for the balance of his or her lifetime after which ownership will rest with a descendant of Donald J. Schneider, no conversion to Class B common stock will occur. The SRA will automatically terminate upon the termination of the Voting Trust. Amended and Restated Schneider Family Board Nomination Process Agreement As described above, the Voting Trust Agreement requires that the trustees of the Voting Trust vote all shares of capital stock of the company held by the Voting Trust entitled to vote in the election of directors of the company to elect as a director of the company each of the eligible family members, as defined in the Voting Trust Agreement, who has been nominated in accordance with the Amended and Restated Schneider Family Board Nomination Process Agreement, which we refer to herein as the Nomination Agreement. The Nomination Agreement provides that the four Schneider family members specified in the Nomination Agreement shall have the right to nominate, and the company shall include in the slate of nominees recommended to shareholders of the company for election as a director at any annual or special meeting of shareholders at which directors are to be elected, the two family members specified in the Nomination Agreement for each of the annual meetings held in 2023 through 2040. The directorships will rotate among the four Schneider family members according to a schedule that is set forth in the Nomination Agreement. Each Schneider family member nominated in accordance with the Nomination Agreement must satisfy the qualifications for service as a director set forth in the Amended and Restated Bylaws or such qualifications must be waived in accordance with such Amended and Restated Bylaws. The rotation system described above may end earlier than 2040 in the event a Schneider family member is unable or declines to serve all or any portion of his or her term. Each Schneider family member may participate as an observer in all board meetings occurring during the calendar quarter immediately preceding his or her scheduled nomination to the board.

After the rotation system described above is complete or if such rotation system ends before 2040, the four specified Schneider family members may, if all such family members are in agreement, propose an amendment to the Nomination Agreement to the corporate governance committee to cover subsequent periods. The amendment shall be consistent with the terms of the Nomination Agreement (including, but not limited to, satisfaction or waiver of the qualifications for service as a director set forth in Amended and Restated Bylaws and equal opportunity for representation among the family branches constituting the four specified Schneider family members and their issue) and shall be subject to the approval of the corporate governance committee and the Board of Directors, which approval shall not be unreasonably withheld. Such proposal must be made before the later of (a) December 31st of the year in which the rotation system ends or six months after the date on which the last specified Schneider family member’s service as a director ends, whichever is later, or (b) December 31, 2040 in the event the rotation system described above is completed. During any subsequent period that is not covered by an amendment to the Nomination Agreement that has been so approved, the trustees of the Voting Trust shall not be required to vote for the election of any Schneider family member as a director of the company. The Nomination Agreement may be amended from time to time with the consent of at least 75% of the four specified Schneider family members (or, if a specified Schneider family member has died or is not legally competent, but has living issue, at least one of whom is legally competent, then the oldest legal competent issue of such Schneider family member) and at least 75% of the directors constituting the full Board of Directors, and, in the case of the amendment referred to above, the approval of the corporate governance committee. Other Limitations on Shareholder Actions Our Amended and Restated Bylaws also impose some procedural requirements on shareholders who wish to: • make nominations in the election of directors; • propose that a director be removed; • propose any repeal or change in our bylaws; or • propose any other business to be brought before an annual or special meeting of shareholders. Under these procedural requirements, in order to bring a proposal before a meeting of shareholders, a shareholder must deliver timely notice of a proposal pertaining to a proper subject for presentment at such a meeting, and such notice must be accompanied with the following information: • a brief description of the business desired to be brought before the meeting of shareholders and the reasons for conducting such business at the meeting; • with respect to the shareholder proposing such business: • the name and address, as they appear on our books and records; • the class and number of shares owned (beneficially or of record) or any other type of ownership, including but not limited to, through any derivative instrument or a proxy, contract or other arrangement that gives the shareholder the right to vote any of our shares; • information of such shareholder that would be required to be disclosed in a proxy statement or other filings in accordance with applicable SEC regulations; • a representation that such shareholder is a holder of record of stock entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to present such proposed business; and

• any interest of the shareholder in such business. To be timely, a shareholder must generally deliver notice: • to the Secretary of the company at our principal office; and • not later than the close of business on the 90th day prior to, and not earlier than the close of business on the 120th day in advance of the anniversary of, the annual meeting of shareholders held in the prior year. Limitation of Liability of Directors and Officers Section 180.0828 of the WBCL provides that a director is not liable to a corporation, its shareholders or any person asserting rights on behalf of the corporation or its shareholders for damages, settlements, fees, fines, penalties or other monetary liabilities arising from the breach of, or failure to perform, any duty resulting solely from his or her status as director, unless the person asserting liability proves that the breach or failure to perform constitutes: • a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director or officer has a material conflict of interest; • a violation of criminal law, unless the person has reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; • a transaction from which the person derived an improper personal profit; or • willful misconduct. As a result, our shareholders do not have the right, through shareholders’ derivative suits on our behalf, to recover monetary damages against a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior, except in the situations described above. A corporation may limit the immunity provided under Section 180.0828 by its articles of incorporation. We have not provided for such limitation in our Amended and Restated Articles of Incorporation. Our Amended and Restated Bylaws contain indemnification provisions that are substantially similar to the statutory indemnification provisions. Forum Selection Our Amended and Restated Bylaws provide that the Circuit Court for Brown County, Wisconsin or the U.S. District Court for the Eastern District of Wisconsin-Green Bay Division will be the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a breach of fiduciary duty, any action asserting a claim against us arising pursuant to the WBCL, our Amended and Restated Articles of Incorporation or our Amended and Restated Bylaws or any action asserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions in other companies’ articles of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. Anti-Takeover Effects of Certain Provisions of the Voting Trust, Our Amended and Restated Articles of Incorporation and Our Amended and Restated Bylaws

So long as the outstanding shares of our Class A common stock represent a majority of the combined voting power of common stock, the Voting Trust will effectively control all matters submitted to our shareholders for a vote, except for the vote in any Major Transactions, which will be controlled by certain trusts for the benefit of the Schneider family members or holders of the trust certificates issued by the Voting Trust, as well as the overall management and direction of the company, which may have the effect of delaying, deferring or discouraging another person from acquiring control of the company. After such time as the shares of our Class A common stock no longer represent a majority of the combined voting power of our common stock, the provisions of Wisconsin law, our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws may have the effect of delaying, deferring or discouraging another person from acquiring control of the company. Some provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws could make the following more difficult: • acquisition of control of us by means of a proxy contest or otherwise; or • removal of our incumbent officers and directors. In addition, as provided in “Shareholder Approval of Major Transactions” above, we shall not enter into any Major Transaction unless the consummation of the proposed Major Transaction is conditioned upon the approval of such Major Transaction by 60% of the combined voting power of our outstanding shares of stock, with all classes of such stock voting together as a single voting group. These provisions, as well as our ability to issue preferred stock, are designed to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors. We believe that the benefits of increased protection give us the potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us, and that the benefits of this increased protection outweigh the disadvantages of discouraging those proposals, because negotiation of those proposals could result in an improvement of their terms. Anti-Takeover Provisions of the Wisconsin Business Corporation Law Wisconsin Business Combination Statutes. We are subject to Sections 180.1140 to 180.1144 of the WBCL, which prohibit a Wisconsin corporation from engaging in a “business combination” with an interested stockholder for a period of three years following the interested stockholder’s stock acquisition date, unless before such date, the board of directors of the corporation approved either the business combination or the purchase of stock made by the interested stockholder on that stock acquisition date. We may engage in a business combination with an interested stockholder after the expiration of the three-year period with respect to such stockholder only if one or more of the following is satisfied: • our Board of Directors approved the acquisition of stock before such stockholder’s acquisition date; • the business combination is approved by a majority of the outstanding voting stock not beneficially owned by such stockholder; or • the consideration to be received by stockholders meets certain fair price requirements of the statute with respect to form and amount.

Section 180.1140 defines a business combination between a “resident domestic corporation” and an “interested stockholder” to include the following: • a merger or interest exchange with an interested stockholder or a corporation that is, or after the merger or interest exchange would be, an affiliate or associate of an interested stockholder; • a sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets to or with an interested stockholder or affiliate or associate of an interested stockholder equal to 5% or more of the aggregate market value of the assets or outstanding stock of the resident domestic corporation or 10% of its earning power or income; • the issuance or transfer of stock or rights to purchase stock with an aggregate market value equal to 5% or more of the outstanding stock of the resident domestic corporation; and • certain other transactions involving an interested stockholder. Section 180.1140(8)(a) of the WBCL defines an “interested stockholder” as a person who beneficially owns, directly or indirectly, at least 10% of the voting power of the outstanding voting stock of a resident domestic corporation or who is an affiliate or associate of the resident domestic corporation and beneficially owned at least 10% of the voting power of the then outstanding voting stock within the last three years. Section 180.1140(9)(a) defines a “resident domestic corporation” as a Wisconsin corporation that, as of the relevant date, satisfies any of the following: (i) its principal offices are located in Wisconsin, (ii) it has significant business operations located in Wisconsin, (iii) more than 10% of the holders of record of its shares are residents of Wisconsin or (iv) more than 10% of its shares are held of record by residents in Wisconsin. Following the closing of this offering we will be a resident domestic corporation for purposes of these statutory provisions. Wisconsin Fair Price Statute. Sections 180.1130 to 180.1133 of the WBCL provide that certain mergers, interest exchanges or sales, leases, exchanges or other dispositions of assets in a transaction involving a “significant shareholder” require a supermajority vote of shareholders in addition to any approval otherwise required, unless shareholders receive a fair price for their shares that satisfies a statutory formula. A “significant shareholder” for this purpose is defined as a person or group who beneficially owns, directly or indirectly, 10% or more of the voting stock of the corporation, or is an affiliate of the corporation and beneficially owned, directly or indirectly, 10% or more of the voting stock of the corporation within the last two years. Any business combination to which the statute applies must be approved by 80% of the voting power of the corporation’s stock and at least two-thirds of the voting power of the corporation’s stock not beneficially owned by the significant shareholder who is a party to the relevant transaction or any of its affiliates or associates, in each case voting together as a single group, unless the following standards have been met: • the aggregate value of the per share consideration is at least equal to the highest of: • the highest per share price paid for any shares of the same class of common stock of the corporation by the significant shareholder either in the transaction in which it became a significant shareholder or within two years before the date of the business combination, whichever is higher; • the market value per share of the same class of the corporation’s common stock on the date of commencement of any tender offer by the significant shareholder, the date on which the person became a significant shareholder or the date of the first public announcement of the proposed business combination, whichever is higher; or

• the highest preferential amount per share of the same class or series of common stock in a liquidation or dissolution to which holders of the shares would be entitled; and • either cash, or the form of consideration used by the significant shareholder to acquire the largest number of shares, is offered. Wisconsin Defensive Action Restrictions. Section 180.1134 of the WBCL provides that, in addition to the vote otherwise required by law or the articles of incorporation of a resident domestic corporation, the approval of the holders of a majority of the shares entitled to vote on the proposal is required before such corporation can take certain actions while a takeover offer is being made or after a takeover offer has been publicly announced and before it is concluded. This statute requires shareholder approval for the corporation to do either of the following: (i) acquire more than 5% of its outstanding voting shares at a price above the market value from any individual or organization that owns more than 3% of the outstanding voting shares and has held such shares for less than two years, unless an equal offer is made to acquire all voting shares and all securities that may be converted into voting shares or (ii) sell or option assets of the resident domestic corporation that amount to 10% or more of the market value of the resident domestic corporation, unless the corporation has at least three independent directors (directors who are not officers or employees) and a majority of the independent directors vote not to have this provision apply to the resident domestic corporation. We have elected not to be subject to Sections 180.1130 to 180.1134 of the WBCL. Wisconsin Control Share Voting Restrictions Statute. Pursuant to Section 180.1150 of the WBCL, unless otherwise provided in the articles of incorporation or otherwise specified by the board of directors, the voting power of shares of a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20% of the voting power in the election of directors is limited to 10% of the full voting power of those shares. Our Amended and Restated Articles of Incorporation provide this statute will not apply to the shares of common stock held by the Voting Trust. Wisconsin Constituency or Stakeholder Provision. Pursuant to Section 180.0827 of the WBCL, in discharging his or her duties to us and in determining what he or she believes to be in our best interests, a director or officer may, in addition to considering the effects of any action on shareholders, consider the effects of the action on employees, suppliers, customers, the communities in which we operate and any other factors that the director or officer considers pertinent. Listing Our Class B common stock is listed on the NYSE under the symbol “SNDR.”

1. PURPOSE Schneider National, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to communicate its expections of Ascociates and establish the standards and processes that apply regarding trading in the Company’s securities and, generally, compliance with federal insider trading laws. While the policies and procedures that are included in thie Poilicy are intended to assist and provide guidance with complying with the requirements of the federal securities laws, it remains the obligation of each Associate to ensure their compliance with all laws, rules and regulations, both federal and state, which pertain to trading in the Company’s securities. 2. SCOPE This Policy applies to all Section 16 Individuals (as defined below), Designated Insiders (as defined below) and Associates of the Company (even if they have not been designated a “Designated Insider”), as well as their respective Immediate Family Members (defined below), and any other individuals whom the Compliance Officer (defined below) may designate as being subject to this Policy (collectively referred to in this Policy as “covered persons” and sometimes individually referred to as an in this Policy as an “Insider”). Except as provided below, this Policy applies to any and all transactions in the Company’s securities, including purchases, sales and bona fide gifts of common stock, options, preferred stock, restricted stock, restricted stock units, and any other type of securities that the Company may issue. This Policy applies to such securities regardless of whether they are held in a brokerage account, a trust account, a retirement account, margin account or any other holding arrangement. 3. SPECIFIC GUIDANCE A. Generally Prohibited Activities. The following activities are prohibited for all covered persons, including all Associates of the Company, whether or not they are Section 16 Individuals or Designated Insiders. 1. Trading in Company Securities. All covered persons, whether or not they are an Insider under this Policy, may not buy, sell, or otherwise trade in Company securities while aware of material nonpublic information concerning the Company. In addition, it is the policy of the Company that the Company will not engage in transactions in its own securities while it is aware of material nonpublic information relating to the Company or Company securities. 2. Tipping. Providing material nonpublic information to another person who may trade or advise others to trade on the basis of that information is known as INSIDER TRADING POLICY

”tipping” and is illegal. Therefore, no covered person under this Policy may “tip” or provide material nonpublic information concerning the Company to any person other than a director, officer or Associate of the Company, unless required as part of that covered person’s regular duties for the Company or such activity has otherwise has been authorized by the Compliance Officer. 3. Giving Trading Advice. No covered person covered under this Policy may give trading advice of any kind about the Company to anyone, whether or not such person is aware of material nonpublic information about the Company, except that covered persons should advise other covered persons not to trade if such trading might violate the law or this Policy. 4. Engaging in Short Sales. No covered person may engage in short sales of Company securities. A short sale is the sale of a security that the seller does not own at the time of the trade. Shorting, or short-selling, is when an investor borrows shares and immediately sells them, hoping he or she can buy shares later at a lower price to replace the shares that were borrowed, return those shares to the lender and retain the profit from the two transactions. 5. Engaging in Derivative Transactions. No covered person may engage in transactions involving puts, calls or other derivative instruments that relate to or involve Company securities. Such transactions are, in effect, bets on short-term movements in the Company’s stock price and therefore, create the appearance that the covered person engaged in the transaction based on material nonpublic information. 6. Hedging. No covered person may engage in hedging transactions involving swaps, collars or exchange funds. Such transactions are speculative in nature and therefore create the appearance that the covered person engaged in the transaction based on material nonpublic information. 7. Trading in Securities of Other Companies. No covered person may, while in possession of material nonpublic information about any other public company gained in the course of his or her employment with the Company, (a) trade in securities of the other public company, (b) “tip” or disclose such material nonpublic information concerning the Company to anyone, or (c) give trading advice of any kind to anyone concerning the other public company. Unless expressly approved in writing by the Compliance Officer, Section 16 Individuals or Designated Insiders may not trade in the securities of any public company which is a direct or indirect competitor of the Company. B. Additional Restrictions Applicable to Section 16 Individuals and Designated Insiders. 1. No Section 16 Individual or Designated Insider (each as defined below) may trade in Company securities outside of the Company trading window described in Section 5.B below. 2. No Section 16 Individual or Designated Insider may trade in Company securities unless the trade(s) have been precleared by the Compliance Officer in accordance with the procedures set forth in Section 5.C.1 below. 3. No Section 16 Individual or Designated Insider may hold Company securities in a margin account or pledge (or hypothecate) Company securities as collateral

for a loan. Margin sales or foreclosure sales may occur at a time when the Section 16 Individual or Designated Insider is aware of material nonpublic information or when the Section 16 Individual or Designated Insider is otherwise not permitted to trade in Company securities. C. Exceptions. The prohibited activities discussed in this Section 3 do not apply to: 1. Exercises of stock options issued by the Company or similar equity awards, including the sale or withholding of shares in satisfaction of any tax withholding obligations, provided that any Company securities acquired pursuant to such exercise may not be sold upon such exercise or purchase while the Insider is in possession of material nonpublic information, subject to a special trading blackout or, with respect to Section 16 Individuals and Designated Insiders, while the Company’s trading window is closed; provided however, that exercises of stock options which involve a broker-assisted or other sale of Company securities in conjunction with the exercise are not exempted from this Policy. . 2. Purchases or sales of Company securities that are made by Insiders pursuant to an approved Rule 10(b)(5)-1 plan that is adopted and operated in compliance with the terms of this Policy (see Section 7). 4. DETERMINING WHETHER INFORMATION IS MATERIAL AND NONPUBLIC A. Definition of “Material” Information. 1. There is no bright line test or rigid formula under the federal securities laws for determining whether particular information regarding a publicly traded company is “material”. Such a determination depends on the facts and circumstances unique to each situation and cannot be made solely based on the potential financial impact of the information. There are certain types of information that the SEC recommends that traders review carefully for inside status, such as earnings information, offers, new products or discoveries, etc. But enforcement authorities and the courts both reserve the right to decide materiality based on the nature of the information traded upon. 2. In general, information about the Company should be considered to be “material” if: i. A reasonable investor would consider the information significant when deciding whether to buy or sell Company securities; or ii. The information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available in the marketplace about the Company. Put simply, if the information could reasonably be expected to affect the price of the Company’s stock, it should be considered material. 3. It is important to remember that whether information is material will be viewed by enforcement authorities with the benefit of hindsight. In other words, if the price of the Company’s stock changed as a result of the

information having been made public, it will likely be considered material by enforcement authorities. 4. While it is not possible to identify every type of information that could be deemed “material,” the following matters ordinarily should be considered material: a) Financial results, especially quarterly and year-end earnings or significant changes in financial results or liquidity; b) Potential significant mergers and acquisitions or the sale of significant assets or subsidiaries. c) New major contracts, orders, suppliers, customers, or finance sources, or the loss of same. d) Major announcements of new service offerings or capabilities or significant developments in the Company or its service offerings or capabilities. e) Significant changes or developments in the Company’s fleet or network, including significant maintenance issues or vehicle recalls. f) Stock splits, public or private securities/debt offerings, or changes in dividend policies or amounts. g) Significant changes in senior management. h) Actual or threatened major litigation, or the resolution of such litigation. i) The contents of forthcoming publications that may affect the market price of Company securities. j) Significant changes in Company strategy or objectives. k) Changes in ownership that may affect control of the Company; l) An imminent change in the Company’s debt or credit rating by a rating agency. m) Significant changes in the Company’s cash flow or liquidity position. n) Significant new ventures. o) Significant regulatory developments or changes affecting the Company or its operations. p) Significant cybersecurity incidents. B. Definition of “Non-public” Information. Information is “nonpublic” if it has not been disclosed generally to the public or disseminated to investors through a widely circulated news or wire service (such as Business Wire, Dow Jones, Bloomberg, PR Newswire, etc.) or through a public filing

with the Securities and Exchange Commission (the ”SEC”). For the purposes of this Policy, information will be not considered public until after the close of trading on the first full trading day following the Company’s widespread public release of the information. C. Consult the Compliance Officer For Guidance. Any Insider who is unsure whether the information that he or she possesses is material or nonpublic should consult the Compliance Officer for guidance before trading in any Company securities. 5. ADDITIONAL PROVISIONS FOR SECTION 16 INDIVIDUALS AND DESIGNATED INSIDERS A. Definitions of Section 16 Individuals and Designated Insiders. 1. “Section 16 Individual” –Each member of the Company’s Board of Directors (“Board”), those officers of the Company designated by the Board as “Section 16 officers” of the Company, and their Immediate Family Members. Section 16 Individuals are also Designated Insiders. 2. “Immediate Family Member” – The parent, spouse or child (by blood or adoption) of an Insider, persons financially supported by the Insider, or any other individual(s) living in the primary residence of an Insider, regardless of whether such other individual(s) is related or unrelated to the Insider; provided, however, that with regard to persons who are receiving financial support from the Insider or living in the primary residence of an Insider, will be considered an Immediate Family Member only for so long as such individual(s) is receiving financial support or living in the primary residence of the Insider. 3. “Designated Insiders” – The following individuals are Designated Insiders because of their position with the Company and their possible access to material nonpublic information: a. Members of the Board of Directors of the Company b. The Chief Executive Officer (“CEO”) of the Company c. The Chief Financial Officer (“CFO”) of the Company d. The General Counsel of the Company e. Any individual who is a Direct Report to the CEO or CFO f. Section 16 Individuals g. Any other individual designated from time to time by the Company or the Board of Directors as a Designated Insider. B. The Trading Window 1. Trading Only While Trading Window is Open. Section 16 Individuals and Designated Insiders may buy, sell or trade in Company securities only while the Company’s trading window is open. In general, the Company’s trading window opens after the close of trading on the first full trading day on the NYSE following the Company’s public announcement of quarterly or annual earnings or results with respect to such fiscal quarter or the preceding fiscal year, as applicable, and remains open through the day that is ten calendar days prior to the end of each fiscal quarter. Thus, if the Company’s results are released before markets open on a Monday, the first day on which Designated Insiders

and their Immediate Family Members may trade would be upon market open on Tuesday of that same week, If the Company’s results are released after markets close on a Monday, the first day on which Designated Insiders and their Immediate Family Members may trade would be on Wednesday of that same week. 2. No Trading While Aware of Material Nonpublic Information. Notwithstanding the provisions of the immediately preceding section, any Section 16 Individual or Designated Insider who is in possession of material nonpublic information regarding the Company may not trade in Company securities during an open trading window until the close of trading on the first full trading day following the Company’s widespread public release of such information and then, only after the Section 16 Individual or Designated Insider has received pre-clearance for their trade from the Compliance Officer. 3. Exceptions or Hardship Cases. The Compliance Officer may, on an exceptional basis, authorize a Section 16 Individual or Designated Insider to trade in Company securities outside of the applicable trading windows (but not during special trading blackout periods) due to a financial hardship or other hardship, but only in accordance with the procedures set forth in Section 5.C.2 below. 4. Special Blackout Periods For Anticipated Material Events. The Compliance Officer may, in his or her sole discretion: a. extend indefinitely any quarterly blackout period; b. declare and implement a special blackout period of any duration determined by the Compliance Officer which is applicable to certain Insiders; c. declare a general suspension of trading either following or in anticipation of the occurrence of a potentially material event involving or impacting the Company (e.g., a merger, acquisition or any other significant Company action or unforeseen event). In any such case, the Compliance Officer shall notify those Insiders to whom such special blackout period or trading suspension applies. C. Procedures for Pre-clearance of Trades and Hardship Cases 1. Individual Trades. No Section 16 Individual or Designated Insider may trade in Company securities until: a. such Insider has contacted the Compliance Officer and requested pre- clearance to trade in written or electronic form, at least one (1) business day prior to the Insider’s proposed trade(s), and informed the Compliance Officer of the amount and nature of the proposed trade(s); b. such Insider has certified to the Compliance Officer in written or electronic form, not less than one business day prior to the proposed trade(s), that he or she is not aware of material nonpublic information regarding the Company; and c. such Insider has received pre-clearance to trade in written or electronic form from the Compliance Officer. 2. Required Pre-Clearance of Trades. Before any Section 16 Individual or Designated Insider engages in any transaction involving Company securities,

such individual must pre-clear the proposed transaction with the Compliance Officer. Until the Compliance Officer provides pre-clearance for the proposed transaction, such Section 16 Individual or Designated Insider shall not execute any transaction. If the Section 16 Individual or Designated Insider receives pre-clearance, he or she will have a period of time that is established by the Compliance Officer (generally, four business days following the day pre-clearance is received) (the “Pre-clearance Trading Period”) to execute his or her cleared transaction. For example, if a Designated Insider receives pre-clearance for an open market sale from the Compliance Officer on a Tuesday and the Compliance Officer establishes a four business day Pre-clearnace Tradning Period, that Designated Insider would have until the end of trading on Monday of the following week to execute the transaction. If for any reason the transaction is not completed within the Pre-clearance Trading Period, the Designated Insider must again request and obtain pre- clearance from the Compliance Officer before the Designated Insider may engage in any trading of Company securities. 3. Duration of Clearance To Trade. Beginning on the day Section 16 Individual or Designated Insider receives preclearance, and until the expiration of the Pre- clearance Trading Period, provided that the facts referred to in Section 5.C.1.b remain correct and unchanged, the Insider may execute the trade(s) which have been pre-cleared by the Compliance Officer. Once the Pre-clearance Trading Period has expired, a new certification pursuant to Section 5.C.1 must be given by the Section 16 Individual or Designated Insider and a new Pre-clearance Trading Period established by the Compliance Offier in order for that individual (or their immediate family member) to trade in Company securities. 4. Hardship Trades. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of an applicable trading window due to financial hardship or other hardship only after: a. the Insider seeking to trade has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s), and b. the Insider seeking to trade has certified to the Compliance Officer in writing that he or she is not aware of material nonpublic information concerning the Company. 5. Compliance Officer Trades. If the Compliance Officer desires to complete any trades involving Company securities, the Compliance officer must first obtain pre-clearance to trade, in written or electronic from, from the Chief Executive Officer or the Chief Financial Officer of the Company. 6. No Obligation to Approve Trades. The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer (or in the case of any trade by the Compliance Officer, the Chief Executive Officer or the Chief Financial Officer of the Company) to approve any trades requested by Insiders, hardship applicants or the Compliance Officer. 7. Required Preclearance of Trades by Certain Family Members of Section 16 Individuals and Others. Under the securities laws, Company securities which are held in the name of the spouse or minor children of Section 16 Individuals will generally be regarded as beneficially owned by the Section 16 Individual. In addition, Company securities held in the name of other persons who are members of the household of a Section 16 Individual or who are financially supported by a Section 16 Individual (regardless of whether such

other persons are related or unrelated to the Section 16 Individual), will be presumed to beneficially owned by the Section 16 Individual. Therefore, trades in Company securities by any spouse, minor children or other persons who are members of the household, or who are financially supported by, the Section 16 Individual, must be precleared in accordance with the procedure in Section 5.C.1 of this Policy. 8. Procedures for Certain Repurchases of Company Common Stock by the Company. From time to time, the Company may seek to repurchase shares of its own common stock. Except for repurchases of Company common stock that are carried out pursuant to a Rule 10b5-1 trading plan that has been established by the Company, the Company may repurchase shares of its common stock only: (i) while the Company’s trading window is open, as described in Section 5.B.1, and the Compliance Officer has not declared any special blackout period, as described in Section 5.B.4 and (ii) if the Compliance Officer, after consulting with the Company’s Chief Executive Officer and Chief Financial Officer, determines that the Company is not aware of material nonpublic information relating to the Company or its common stock. In addition, the Company may establish Rule 10b5-1 trading plans only when the conditions described in the preceding sentence are met. 9. Former Section 16 Officers. Upon the retirement, resignation, termination of a Section 16 Individual or any other change in his or her relationship with the Company such that the Section 16 Individual is no longer a Section 16 Individual, the Section 16 Individual must continue to pre-clear any proposed transaction in Company securities with the Compliance Officer for a period of six months following such retirement, resignation or termination. D. Short-Swing Trading Section 16 Individuals and Designated Insiders are subject to the Securities and Exchange Commission’s short-swing profit regulation, which requires company insiders to return any profits to the Company made from the purchase and sales of company securities if both transactions occur within a six month period (so called “short-swing profits”). 6. COMPLIANCE OFFICER The Company has designated its General Counsel as the individual responsible for ensuring compliance with this Policy (the “Compliance Officer”). The duties of the Compliance Officer include the following: i. Administering this Policy and monitoring and enforcing compliance with all Policy provisions and procedures. ii. Responding to all inquiries relating to this Policy. iii. Reviewing and either approving or denying all proposed trades by Insiders in accordance with the procedures set forth in Section 5.C.1 above. iv. After discussion with the Company’s CEO and CFO, designating and announcing special trading blackout periods during which certain Insiders may not trade in Company securities. v. Ensure that this Policy and other appropriate materials are made available to Insiders. vi. Administering, monitoring and enforcing compliance with all federal and state insider trading laws and regulations. vii. Assisting in the preparation and filing of all required SEC reports relating to insider trading in Company securities.

viii. Revising this Policy as necessary to reflect changes in federal or state insider trading laws and regulations, or as otherwise deemed necessary or appropriate. The Compliance Officer may delegate all or any of his or her duties under this Policy to one or more individuals whom the Compliance Officer has dsesignated to perform such duties in the event that the Compliance Officer is unable or unavailable to perform such duties. 7. RULE 10B5-1 TRADING PLANS A. General Information. Under SEC Rule 10b5-1 of the Securities Exchange Act of 1934 (codified at 17 CFR 240.10b5-1) an individual has an affirmative defense against an allegation of insider trading if he or she demonstrates that the purchase, sale or trade in question took place pursuant to a binding contract, specific instruction or written plan that was put into place before he or she became aware of material nonpublic information; provided that the individual has acted in good faith with respect to such plan. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which any covered Company securities are to be traded or the date of any future trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party. (Such contracts, irrevocable instructions and plans are commonly referred to and, referred to in this Policy, as “Rule 10b5-1 plans”. ) Rule 10b5-1 plans have the obvious advantage of protecting against insider trading liability. However, they also require advance commitments regarding the amounts, process and timing of purchases or sales of Company securities and thus, limit flexibility and discretion. In addition, once a 10b5-1 plan has been adopted, it is generally not permissible to amend or modify such plan. Accordingly, while some individuals may find Rule 10b5-1 plans useful, they may not be suitable for all Insiders. B. Plan Rules and Requirements. 1. Pre-Approval. For a Rule 10b5-1 plan to serve as an adequate defense against an allegation of insider trading, a number of legal requirements must be satisfied. Accordingly, any Section 16 Individual or Designated Insider who desires to establish, terminate, modify, alter or suspend a Rule 10b5-1 plan which directs trading in Company securities must first receive approval from the Compliance Officer. Section 16 Individuals wanting to establish a Rule 10b5-1 plan must also satisfy the notification and certification requirements set forth in Section 5.C.1 above. 2. Material Nonpublic Information and Special Blackouts. Any Section 16 Individual or Designated Insider desiring to establish, modify or terminate a Rule 10b5-1 plan must establish, modify or terminate that plan at a time when he or she is not aware of any material nonpublic information about the Company and not otherwise subject to a special trading blackout. 3. Trading Window. Section 16 Individuals and Designated Insiders may only establish, modify or terminate a Rule 10b5-1 plan during the period when the Company’s trading window is open. 4. Termination of Plans. Rule 10b5-1 plans must provide for mandatory and prompt suspension or termination (i) if any sale violates, or in the opinion of Company counsel, is likely to violate applicable law; (ii) to comply with a lock- up agreement in connection with a securities offering; or (iii) if legally or

contractually required (for example due to compliance with Rule 144, Section 16 or any other rules applicable to the Insider). 5. Minimum 90 Day Cooling-Off Period. Pursuant to SEC rules, Rule 10b5-1 plans must include a cooling-off period before trading can commence that, for Designated Insiders and any other person who is an “officer” of the Company within the meaning of the SEC’s Rule 16a-1(f), ends on the later of: (i) 90 days after the adoption of the Rule 10b5-1 plan or (ii) two business days following the disclosure of the Company’s financial results in an SEC periodic report for the fiscal quarter in which the plan was adopted (but in any event, the required cooling-off period is subject to a maximum of 120 days after adoption of the plan). For persons other than Designated Insiders, the cooling-off period end 30 days following the adoption or modification of the Rule 10b5-1 plan. 6. Trades Outside Plans While In Effect. Following receipt of approval of a Rule 10b5-1 plan, any trades in the Company’s securities outside of the approved plan by any Section 16 Individual or Designated Insider remains subject to pre-approval by the Compliance Officer. 7. Plan Design. All Rule 10b5-1 plans must meet the requirements of SEC Rule 10b5-1 including the requirement that the 10b5-1 plan either: a. Specify the amount, price (which may include a limit price) and specific dates of purchases or sales covered under the plan; or b. Include a formula or similar method for determining amount, price and date; and c. Other than terminating the plan as permitted by law, plans must not permit the Insider to exercise subsequent influence over purchases and sales. In order to avoid the evidentiary difficulty associated with proving that a covered person did not communicate with his or her broker to direct or influence any trades which are made on the covered person’s behalf pursuant under a Rule 10b5-1 plan, Rule 10b5-1 plans that authorize a broker to determine whether, how and when to make trades in the Company’s securities are prohibited. 8. Plan Term. Rule 10b5-1 plans must generally provide for a minimum term of one month and a maximum term of two years. 9. Multiple Plans Prohibited. Subject to certain limited exceptions which are specified in SEC Rule 10b5-1, Associates (including Designated Insiders) are prohibited from adopting multiple or overlapping Rule 10b5-1 plans. 10. Limitation on Single-Trade Plans. Subject to certain limited exceptions specified in SEC Rule 10b5-1, covered persons may enter into only one Rule 10b5-1 plan designed to effect an open market purchase or sale of the total amount of securities subject to the Rule 10b-1 Plan as a single transaction in any 12-month period. 11. Hedging Transactions. The inclusion of hedging transactions in any plan are prohibited.

12. Designated Insider and Officer Representation. Designated Insiders and any other person who is an “officer” of the Company within the meaning of the SEC’s Rule 16a-1(f), must include a representation in their Rule 10b5-1 plan certifying that: (i) they are not aware of any material nonpublic information; and (ii) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions in SEC Rule 10b-5. 13. Good Faith Requirement. All persons entering into a Rule 10b5-1 plan must act in good faith with respect to that plan. Although modifications to an existing Rule 10b5-1 plan are not prohibited, a Rule 10b5-1 plan should be adopted with the intention that it will not be modified, suspended or terminated prior to expiration of the 10b5-1 plan. C. Additional Rule 10b5-1 Plan Administration Guidelines. The following additional guidelines will apply to all Rule 10b5-1 plans entered into by Section 16 Individuals or Designated Insiders: 1. To eliminate any perception that an Insider is inappropriately communicating with or influencing his or her broker, all Section 16 Individuals and Designated Insiders are strongly encouraged to use the broker approved by the Company to implement plans, rather than their own broker. 2. Insiders will generally be approved to execute one modification, suspension, or termination of a Rule 10b5-1 Plan every sixty (60) calendar days. 3. Should an Insider be granted permission to terminate a Rule 10b5-1 plan, the Insider will be subject to a thirty (30) day cooling off prior to entering into a new Rule 10b-5-1 plan. 4. Under current SEC rules, the adoption, modification or suspension of a Rule 10b5-1 plan by a Section 16 Individual is not required to be publicly disclosed. Nevertheless, the Company may, in its sole discretion, voluntarily disclose the adoption, modification or suspension of any 10b5-1 plan by any covered person as an act of good fatih. 5. The Company and the Company’s Designated Insiders (and any other person who is an “officer” of the Company within the meaning of the SEC’s Rule 16a- 1(f)) must make certain disclosures in SEC filings concerning trades which are executed pursuant to Rule 10b5-1 plans. Officers and directors of the Company must undertake to provide any information requested by the Company regarding Rule 10b5-1 plans for the purpose of providing the required disclosures or any other disclosures that the Company deems to be appropriate under the circumstances. 8. POTENTIAL PENALTIES AND DISCIPLINARY SANCTIONS A. Civil and Criminal Penalties. The consequences of insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge any profit made or any loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the Insider or tippee, pay significant civil or criminal penalties, and

serve a lengthy jail term. The Company in such circumstances may also be required to pay significant civil or criminal penalties. B. Company Discipline. Violation of this Policy or federal or state insider trading laws by any covered person may, in the case of a director, subject the director to dismissal proceedings and, in the case of any other covered person, subject the covered person to disciplinary action by the Company up to and including termination for cause. C. Reporting of Violations. Any covered person who violates this Policy or any federal or state law governing insider trading or tipping, or any covered person who knows of any such violation by any other covered person, must report the violation immediately to any of the following: (i) the Compliance Officer; (ii) the Company’s General Counsel; (iii) an appropriate executive of the Company; (iv) the Ethics hotline; or (v) any member of the Board of Directors. Upon determining that any such violation has occurred, the Compliance Officer, in consultation with the Company’s Chief Executive Officer and Chief Financial Officer and, where appropriate, the Chair of the Audit Committee of the Board of Directors of the Company, will determine whether the Company should release any material nonpublic information, and, when required by applicable law, shall cause the Company to report the violation to the SEC or other appropriate governmental authority. No covered person will be subject to retaliation because of a good faith report of a suspected violation. 9. ACKNOWLEDGMENT This Policy will be available to all Assocaites and provided to all Section 16 Individuals and Designated Insiders. Upon first receiving a copy of this Policy or any revised versions and at regular intervals as determined by the Company, at the Company’s discretion, each Section 16 Individual or Designated Insider may be required to sign an acknowledgement that he or she has received a copy of this Policy and agrees to comply with its terms. ________________________________________________________________ Owner. Legal Created: 1/1/2017 Last Revised: 2/27/2023 Last Reviewed: 2/27/2023 For internal associate use only. Do not share or distribute externally.


3PL			Provider of outsourced logistics services. In logistics and supply chain management, it means a company’s use of third-party businesses, the 3PL(s), to outsource elements of the company’s distribution, fulfillment, and supply chain management services.
ACF			Advanced Clean Fleets
ACT			Advanced Clean Trucks
ASC			Accounting Standards Codification
ASU			Accounting Standards Update
BEV			Battery-electric vehicle
Board			Board of Directors
BRG			Business Resource Group
CARB			California Air Resources Board
CTA			California Trucking Association
CO2			Carbon dioxide
CAT			CDL Apprenticeship Training
CCA			Cloud Computing Arrangement
CDL			Commercial Driver’s License
ChemDirect			Fortem Invenio, Inc.
CITO			Chief Innovation and Technology Officer
Clearinghouse			Commercial Driver’s License Drug and Alcohol Clearinghouse
CODM			Chief Operating Decision Maker
deBoer			deBoer Transportation, Inc.
DHS			Department of Homeland Security
DOL			Department of Labor
DOT			Department of Transportation
DSU			Deferred Stock Unit
EBITDA			Earnings Before Interest, Taxes, Depreciation & Amortization
EPA			United States Environmental Protection Agency

ERC			Enterprise Risk Council
ERM			Enterprise Risk Management
ERP			Enterprise Resource Planning
ESG			Environmental, Social, and Governance
FLSA			Fair Labor Standards Act of 1938
FMCSA			Federal Motor Carrier Safety Administration
GAAP			United States Generally Accepted Accounting Principles
GHG			Greenhouse Gas
HOS			Hours of Service
ILWU			International Longshore and Warehouse Union
IPO			Initial Public Offering
IRS			Internal Revenue Service
KPI			Key Performance Indicator
LTL			Less than Truckload. LTL carriers pick up and deliver multiple shipments, each typically weighing less than 10,000 pounds, for multiple customers in a single trailer.
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.
MSSP			Managed Security Service Provider
NASDAQ			National Association of Securities Dealers Automated Quotations
NHTSA			National Highway Traffic Safety Administration


NYSE			New York Stock Exchange
OEM			Original Equipment Manufacturers
OSHA			Occupational Safety and Health Administration
PSU			Performance-based Restricted Stock Unit
RSU			Restricted Stock Unit
rTSR			Relative Total Shareholder Return
SaaS			Software as a Service
SCDM			Supply Chain and Distribution Management operating segment
SDIS			Senior Director of Information Security
SEC			United States Securities and Exchange Commission
Term SOFR			The CME Term SOFR Reference Rate administered by CME Group Benchmark Administration Limited
TMS			Transportation Management System
TuSimple			TuSimple Holdings, Inc. (formerly TuSimple (Cayman) Limited)
U.S.			United States
Voting Trust			Schneider National, Inc. Voting Trust
VTL			Van Truckload
VCMDA			Voluntary Carbon Market Disclosures Business Regulation Act
WBCL			Wisconsin Business Corporation Law
WSL			Watkins and Shepard Trucking, Inc. and Lodeso, Inc. These businesses were acquired simultaneously in June 2016.
ZEV			Zero-emission vehicles


Transportation Equipment Type						Approximate Number of Units
Over-the-road sleeper cab tractors						7,200
Day cab tractors						3,100
Other tractors (yard tractors, straight trucks, and training tractors)						300
Trailers						47,300
Containers						27,400
Chassis						23,800


Table A: ZEV Fleet Milestones by Milestone Group and Year
Milestone Group	10%	25%	50%	75%	100%
1: Box trucks, vans, 2-axle buses, yard tractors, light-duty package delivery vehicles	2025	2028	2031	2033	2035+
2: Work trucks, day cab tractors, 3-axle buses	2027	2030	2033	2036	2039+
3: Sleeper cab tractors and specialty vehicles	2030	2033	2036	2039	2042+


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, 2023 - October 31, 2023	225,821	$	26.82	225,821	$	93.4
November 1, 2023 - November 30, 2023	242,230	22.83		242,230	87.8
December 1, 2023 - December 31, 2023	167,742	24.26		167,742	83.8
Total	635,793			635,793


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


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


	12/31/2018		12/31/2019		12/31/2020		12/31/2021		12/31/2022		12/31/2023
Schneider National, Inc.	$	100.00	$	118.19	$	124.31	$	163.50	$	144.07	$	158.80
S&P 500 - Total Returns	100.00		131.49		155.68		200.37		164.08		207.21
Dow Jones Transportation	100.00		120.83		140.80		187.56		154.62		186.46
Peer Group	100.00		126.47		160.50		252.04		205.92		273.29


	Year Ended December 31,
(in millions, except ratios)	2023			2022
Operating revenues	$	5,498.9		$	6,604.4
Revenues (excluding fuel surcharge) (1)	4,814.6			5,741.9
Income from operations	296.4			600.4
Adjusted income from operations (2)	302.9			617.0
Operating ratio	94.6		%	90.9		%
Adjusted operating ratio (3)	93.7		%	89.3		%
Net income	$	238.5		$	457.8
Adjusted net income (4)	243.4			471.5


	Year Ended December 31,
(in millions)	2023		2022
Operating revenues	$	5,498.9	$	6,604.4
Less: Fuel surcharge revenues	684.3		862.5
Revenues (excluding fuel surcharge)	$	4,814.6	$	5,741.9


	Year Ended December 31,
Revenues by Segment (in millions)	2023		2022
Truckload	$	2,155.7	$	2,236.6
Intermodal	1,050.7		1,287.4
Logistics	1,393.7		1,956.2
Other	333.4		364.0
Fuel surcharge	684.3		862.5
Inter-segment eliminations	(118.9)		(102.3)
Operating revenues	$	5,498.9	$	6,604.4


	Year Ended December 31,
Income (Loss) from Operations by Segment (in millions)	2023		2022
Truckload	$	170.7	$	352.2
Intermodal	71.0		165.1
Logistics	45.9		141.2
Other	8.8		(58.1)
Income from operations	296.4		600.4
Adjustments:
Litigation and audit assessments	2.9		62.2
Acquisition-related costs	0.9		0.3


Property gain—net	—		(50.9)
Amortization of intangible assets	2.7		—
Sale of business	—		5.0
Adjusted income from operations	$	302.9	$	617.0


(in millions)	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	102.4	$	385.7
Marketable securities	57.2		45.9
Total cash, cash equivalents, and marketable securities	$	159.6	$	431.6

Debt:
Senior notes	$	185.0	$	205.0
Receivables purchase agreement	60.0		—
Credit agreement	45.0		—
Finance leases	12.1		10.1
Total debt and finance lease obligations	$	302.1	$	215.1



	December 31, 2023		December 31, 2022
Assets
Current Assets:
Cash and cash equivalents	$	102.4	$	385.7
Marketable securities	57.2		45.9
Trade accounts receivable—net of allowance of $15.0 million and $13.7 million, respectively	575.7		643.7
Other receivables	61.9		21.3
Current portion of lease receivables—net of allowance of $1.0 million and $1.3 million, respectively	93.3		111.2
Inventories—net	117.9		53.0
Prepaid expenses and other current assets	102.5		89.5
Total current assets	1,110.9		1,350.3
Noncurrent Assets:
Property and equipment:
Transportation equipment	3,781.0		3,410.7
Land, buildings, and improvements	226.1		219.0
Other property and equipment	180.2		174.1
Total property and equipment	4,187.3		3,803.8
Less accumulated depreciation	1,605.6		1,523.8
Net property and equipment	2,581.7		2,280.0
Lease receivables	130.2		163.1
Internal use software and other noncurrent assets	402.7		296.6
Goodwill	331.7		228.2
Total noncurrent assets	3,446.3		2,967.9
Total Assets	$	4,557.2	$	4,318.2
Liabilities and Shareholders’ Equity
Current Liabilities:
Trade accounts payable	$	241.3	$	276.7
Accrued salaries, wages, and benefits	66.7		97.8
Claims accruals—current	89.2		75.5
Current maturities of debt and finance lease obligations	104.5		73.3

Other current liabilities	104.5		113.6
Total current liabilities	606.2		636.9
Noncurrent Liabilities:
Long-term debt and finance lease obligations	197.6		141.8
Claims accruals—noncurrent	92.7		95.2
Deferred income taxes	595.7		538.2
Other noncurrent liabilities	108.2		68.9
Total noncurrent liabilities	994.2		844.1
Total Liabilities	1,600.4		1,481.0
Commitments and Contingencies (Note 13)
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, 95,796,669 and 95,655,907 shares issued, and 92,931,242 and 94,993,144 shares outstanding, respectively	—		—
Additional paid-in capital	1,595.2		1,584.4
Retained earnings	1,431.9		1,257.8
Accumulated other comprehensive loss	(3.4)		(5.0)
Treasury stock at cost (2,505,267 and no shares)	(66.9)		—
Total Shareholders’ Equity	2,956.8		2,837.2
Total Liabilities and Shareholders’ Equity	$	4,557.2	$	4,318.2


Additional Cash Flow Information:
Noncash investing and financing activity:
Transportation and lease equipment purchases in accounts payable	$	8.7	$	13.0	$	14.6
Dividends declared but not yet paid	16.9		16.2		14.1
Noncash equity method investment	3.3		—		—
Sale of assets in exchange for notes receivable	—		2.3		—
Cash paid during the period for:
Interest	10.2		9.3		11.6
Income taxes—net of refunds	67.6		52.8		145.9



	Year Ended December 31,
	2023		2022		2021
Operating revenues	$	5,498.9	$	6,604.4	$	5,608.7
Operating expenses:
Purchased transportation	2,184.5		2,902.9		2,657.7
Salaries, wages, and benefits	1,359.1		1,376.0		1,149.5
Fuel and fuel taxes	437.4		521.0		281.4
Depreciation and amortization	382.5		350.0		296.2
Operating supplies and expenses—net	576.0		534.0		462.4
Insurance and related expenses	114.3		103.0		82.4
Other general expenses	148.7		217.1		134.8
Goodwill impairment charge	—		—		10.6

Total operating expenses	5,202.5		6,004.0		5,075.0
Income from operations	296.4		600.4		533.7
Other expenses (income):
Interest income	(7.0)		(2.9)		(2.1)
Interest expense	14.2		9.6		12.5
Other income—net	(16.9)		(10.3)		(18.7)
Total other income—net	(9.7)		(3.6)		(8.3)
Income before income taxes	306.1		604.0		542.0
Provision for income taxes	67.6		146.2		136.6
Net income	238.5		457.8		405.4
Other comprehensive income (loss):
Foreign currency translation adjustment—net	0.5		(1.5)		0.1
Net unrealized gains (losses) on marketable securities—net of tax	1.1		(3.5)		(0.9)
Total other comprehensive income (loss)—net	1.6		(5.0)		(0.8)
Comprehensive income	$	240.1	$	452.8	$	404.6

Weighted average shares outstanding	177.3		177.9		177.6
Basic earnings per share	$	1.35	$	2.57	$	2.28

Weighted average diluted shares outstanding	178.2		178.8		178.1
Diluted earnings per share	$	1.34	$	2.56	$	2.28

Dividends per share of common stock	$	0.36	$	0.32	$	0.28


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

Balance—December 31, 2020	$	—	$	1,552.2	$	502.5	$	0.8	$	—	$	2,055.5
Net income	—		—		405.4		—		—		405.4
Other comprehensive loss	—		—		—		(0.8)		—		(0.8)
Share-based compensation expense	—		14.6		—		—		—		14.6
Dividends declared at $0.28 per share of Class A and Class B common shares	—		—		(50.1)		—		—		(50.1)
Share issuances	—		0.9		—		—		—		0.9
Exercise of employee stock options	—		0.7		—		—		—		0.7
Shares withheld for employee taxes	—		(2.4)		—		—		—		(2.4)
Balance—December 31, 2021	—		1,566.0		857.8		—		—		2,423.8
Net income	—		—		457.8		—		—		457.8
Other comprehensive loss	—		—		—		(5.0)		—		(5.0)
Share-based compensation expense	—		17.2		—		—		—		17.2
Dividends declared at $0.32 per share of Class A and Class B common shares	—		—		(57.8)		—		—		(57.8)
Share issuances	—		0.2		—		—		—		0.2
Exercise of employee stock options	—		3.4		—		—		—		3.4
Shares withheld for employee taxes	—		(2.4)		—		—		—		(2.4)
Balance—December 31, 2022	—		1,584.4		1,257.8		(5.0)		—		2,837.2
Net income	—		—		238.5		—		—		238.5
Other comprehensive income	—		—		—		1.6		—		1.6
Share-based compensation expense	—		17.0		—		—		—		17.0
Dividends declared at $0.36 per share of Class A and Class B common shares	—		—		(64.4)		—		—		(64.4)
Repurchases of common stock	—		—		—		—		(66.9)		(66.9)
Share issuances	—		0.1		—		—		—		0.1
Exercise of employee stock options	—		0.1		—		—		—		0.1
Shares withheld for employee taxes	—		(6.4)		—		—		—		(6.4)
Balance—December 31, 2023	$	—	$	1,595.2	$	1,431.9	$	(3.4)	$	(66.9)	$	2,956.8


						2023
Tractors						3 - 8 years
Trailing equipment						6 - 20 years
Other transportation equipment						4 - 5 years
Buildings and improvements						5 - 25 years
Other property						3 - 10 years


Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)	August 1, 2023 Opening Balance Sheet		Adjustments		Adjusted August 1, 2023 Opening Balance Sheet
Cash and cash equivalents	$	3.6	$	—	$	3.6
Trade accounts receivable—net of allowance	15.1		—		15.1
Prepaid expenses and other current assets	3.0		—		3.0
Net property and equipment	77.8		—		77.8
Internal use software and other noncurrent assets	56.9		0.5		57.4
Goodwill	104.6		(1.1)		103.5
Total assets acquired	261.0		(0.6)		260.4

Trade accounts payable	1.4		—		1.4
Accrued salaries, wages, and benefits	5.3		—		5.3
Claims accruals—current	1.8		—		1.8
Other current liabilities	4.2		(1.3)		2.9
Other noncurrent liabilities	5.2		—		5.2
Total liabilities assumed	17.9		(1.3)		16.6

Net assets acquired	$	243.1	$	0.7	$	243.8


Recognized amounts of identifiable assets acquired and liabilities assumed (in millions)	December 31, 2021 Opening Balance Sheet		Adjustments		Adjusted December 31, 2021 Opening Balance Sheet
Cash and cash equivalents	$	—	$	1.8	$	1.8
Trade accounts receivable—net of allowance	18.6		(6.7)		11.9
Other receivables	0.9		1.5		2.4
Prepaid expenses and other current assets	1.6		—		1.6
Net property and equipment	148.9		(0.8)		148.1
Internal use software and other noncurrent assets	—		11.7		11.7
Goodwill	122.7		(18.4)		104.3
Total assets acquired	292.7		(10.9)		281.8

Trade accounts payable	1.8		1.6		3.4
Accrued salaries, wages, and benefits	1.7		0.9		2.6
Claims accruals—current	7.5		(3.0)		4.5
Other current liabilities	7.2		(3.9)		3.3
Deferred income taxes	—		(1.1)		(1.1)
Other noncurrent liabilities	—		0.3		0.3
Total liabilities assumed	18.2		(5.2)		13.0

Net assets acquired	$	274.5	$	(5.7)	$	268.8


	Year Ended December 31,
Disaggregated Revenues (in millions)	2023		2022		2021
Transportation	$	5,102.0	$	6,119.9	$	5,166.7
Logistics Management	190.1		274.2		219.0
Other	206.8		210.3		223.0
Total operating revenues	$	5,498.9	$	6,604.4	$	5,608.7


Remaining Performance Obligations (in millions)	December 31, 2023
Expected to be recognized within one year
Transportation	$	27.2
Logistics Management	17.3
Expected to be recognized after one year
Transportation	36.6
Logistics Management	14.7
Total	$	95.8


Contract Balances (in millions)	December 31, 2023		December 31, 2022		December 31, 2021
Other current assets—Contract assets	$	23.7	$	27.0	$	33.8
Other current liabilities—Contract liabilities	—		2.6		3.2


		Fair Value at
(in millions)	Level in Fair Value Hierarchy	December 31, 2023		December 31, 2022
Equity investment in TuSimple (1)	1	$	0.3	$	0.6
Marketable securities (2)	2	57.2		45.9


(in millions)	Level in Fair Value Hierarchy	Fair Value at December 31, 2023
Assets held for sale (1)	2	$	6.4


	December 31, 2023					December 31, 2022
(in millions, except maturities in months)	Maturities	Amortized Cost		Fair Value		Amortized Cost		Fair Value
U.S. treasury and government agencies	8 to 86	$	24.9	$	22.9	$	21.9	$	19.3

Corporate debt securities	4 to 112	20.0		19.2		16.0		14.9
State and municipal bonds	6 to 178	15.5		15.1		12.4		11.7

Total marketable securities		$	60.4	$	57.2	$	50.3	$	45.9


(in millions)	December 31, 2023
2024	$	5.0
2025	5.0
2026	5.0
2027	5.0
2028	4.6
2029 and thereafter	31.5
Total	$	56.1


	Financial Statement Classification	Year Ended December 31,
(in millions)		2023		2022		2021
Operating lease cost
Operating lease cost	Operating supplies and expenses—net	$	36.7	$	32.9	$	31.3
Short-term lease cost (1)	Operating supplies and expenses—net	7.7		6.3		3.0
Finance lease cost
Amortization of right-of-use assets	Depreciation and amortization	3.9		2.2		0.8
Interest on lease liabilities	Interest expense	0.5		0.2		0.1
Variable lease cost	Operating supplies and expenses—net	2.7		2.9		0.9
Sublease income	Operating supplies and expenses—net	(2.3)		(3.0)		(4.5)
Total net lease cost		$	49.2	$	41.5	$	31.6


	December 31, 2023		December 31, 2022
Weighted-average remaining lease term
Operating leases	3.8 years		3.2 years
Finance leases	3.2 years		3.2 years

Weighted-average discount rate (1)
Operating leases	5.0	%	3.7	%
Finance leases	5.0	%	4.3	%


	Year Ended December 31,
(in millions, except per share data)	2023		2022		2021
Numerator:
Net income available to common shareholders	$	238.5	$	457.8	$	405.4

Denominator:
Weighted average common shares outstanding	177.3		177.9		177.6
Dilutive effect of share-based awards and options outstanding	0.8		0.9		0.5
Weighted average diluted common shares outstanding (1)	178.2		178.8		178.1

Basic earnings per common share	$	1.35	$	2.57	$	2.28
Diluted earnings per common share	1.34		2.56		2.28


Restricted Shares and RSUs	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2020	589,587	$	22.96
Granted	341,508	22.61
Vested	(229,226)	22.82
Forfeited	(22,610)	22.77
Unvested at December 31, 2021	679,259	22.84
Granted (1)	322,316	25.85
Vested	(256,779)	23.49
Forfeited	(49,329)	23.91
Unvested at December 31, 2022	695,467	23.92
Granted (1)	378,453	28.45
Vested	(272,678)	23.41
Forfeited	(53,685)	26.21
Unvested at December 31, 2023	747,557	$	26.24


Performance Shares and PSUs	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2020	655,022	$	22.15
Granted	439,620	24.44
Vested	—	—
Forfeited	(313,362)	22.27
Unvested at December 31, 2021	781,280	23.39
Granted (1)	224,455	28.32
Vested	(304,794)	22.04
Forfeited	(97,942)	24.23
Unvested at December 31, 2022	602,999	25.77
Granted (1)	237,886	31.60
Vested	(310,648)	24.43
Forfeited	(129,682)	26.40
Unvested at December 31, 2023	400,555	$	30.07


Non-qualified Stock Options Outstanding	Number of Awards	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (1) (in thousands)
Outstanding at December 31, 2020	685,900	$	20.60	7.1	$	735
Granted	305,668	22.63
Exercised (2)	(42,904)	17.00			243
Forfeited	—	—
Outstanding at December 31, 2021	948,664	21.42		7.3	5,208
Granted	311,501	25.58
Exercised (2)	(150,692)	22.65			467
Forfeited	(70,830)	22.92
Outstanding at December 31, 2022	1,038,643	22.39		7.6	1,794
Granted (3)	—	—
Exercised (2)	(6,000)	18.99			64
Forfeited	(61,946)	23.71
Outstanding at December 31, 2023	970,697	$	22.33	5.8	$	3,140

Exercisable as of:
December 31, 2021	329,711	$	21.15	5.7	$	1,898
December 31, 2022	402,945	20.89		6.4	1,098
December 31, 2023	630,171	21.48		4.9	2,531


Unvested Non-qualified Stock Options	Number of Awards	Weighted Average Grant Date Fair Value
Unvested at December 31, 2020	506,007	$	6.89
Granted	305,668	5.86
Vested	(192,722)	7.01
Forfeited	—	—
Unvested at December 31, 2021	618,953	6.34
Granted	311,501	7.32
Vested	(223,926)	6.75
Forfeited	(70,830)	6.55
Unvested at December 31, 2022	635,698	6.65
Granted (1)	—	—
Vested	(233,226)	6.59
Forfeited	(61,946)	6.64
Unvested at December 31, 2023	340,526	$	6.69



	2022			2021
Weighted-average Black-Scholes value	$	7.32		$	5.86
Black-Scholes assumptions:
Expected term	6.25 years			6.25 years
Expected volatility	30.0		%	30.0		%
Expected dividend yield	1.2			1.2
Risk-free interest rate	2.1			0.7


Revenues by Segment	Year Ended December 31,
(in millions)	2023		2022		2021
Truckload	$	2,155.7	$	2,236.6	$	1,934.9
Intermodal	1,050.7		1,287.4		1,143.1
Logistics	1,393.7		1,956.2		1,808.7
Other	333.4		364.0		365.3
Fuel surcharge	684.3		862.5		444.8
Inter-segment eliminations	(118.9)		(102.3)		(88.1)
Operating revenues	$	5,498.9	$	6,604.4	$	5,608.7