SNDR 10-K & 10-Q changes, risk factors and insider trading
Schneider National, Inc. · NYSE · Trucking (No Local) · CIK 1692063 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Our long-term sustainability and GHG reduction goals are predicated on large scale customer adoption of intermodal services, the operational feasibility and reliability of heavy-duty ZEVs, and the corresponding build-out of a national support infrastructure to reasonably and efficiently manufacture, distribute, or store electricity or alternative fuels for ZEVs, none of which can be assured.”
Largest changes
“In 2024, the SEC adopted climate disclosure rules to enhance and standardize climate-related disclosures by public companies and in public offerings. …”see in full comparison
“In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S. through ports of call where workers are represented by the ILWU, a labor union which primarily represents a significant number of longshore workers at 29 ports across the West Coast, or the ILA, the largest union of maritime workers in North America, which represents a larger number of longshoremen on the Atlantic and Gulf Coasts, Great Lakes, major U.S. rivers, Puerto Rico, and Eastern Canada. …”see in full comparison
see in full comparisonGiven the current truck litigation environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced. In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure.Our results ofoperationsoperations, financial condition, cash flows, andfinancial conditionliquidity could be materially and adversely affected if: (1) our costs or losses significantly exceed our aggregate coveragelimits,limits; (2) we are unable to obtain insurance coverage in amounts we deemsufficient,sufficient or at acceptable pricing for needed layers; (3) our insurance carriers fail to pay on our insuranceclaims, orclaims; (4) we experience a claim for which coverage is notprovided.provided; or (5) adverse developments in claim frequency, severity, defense costs, or reserve estimates require significant additional cash outlays.
Undersee in full comparisoncurrentDOLregulations,regulations issued in 2024, employers must consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criterion outweighs the other.The six factors, which are non-exhaustive, include a worker's opportunity for profit or loss; investments made by the worker and the potential employer; the degree of permanence of the work relationship; and the degree of control an employer has over the work. The factors also include the extent to which work performed is integral to the employer's business and the use of a worker's skill and initiative.Although current DOL regulations increase the likelihood of an employee determination and, could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA, theDOLDOL, under theincomingTrumpadministrationadministration,recentlyhasrequestedannouncedathatpauseitinwilloralnoargumentslongerregardingapply thecurrent2024 Independent Contractor Rulewhichinmaydeterminingindicateclassification of workers as employees or independent contractors. The agency, instead, instructs field staff to use previously established guidance that we believe makes classification of workers as independent contractors (rather than workers) more likely, reflecting thenewcurrent administration’s position on determining classification for protections under the FLSA. Notwithstanding this DOL’s announcement, the 2024 rule remains in effect unless and until the current administrationmaytakesnotstepsdefendto rescind or replace therule.2024However,ruleanythrough formal rule-making processes or the rule is overturned or curtailed by one of the ongoing lawsuits challenging its validity. Any legislation or regulation which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations.
“Our long-term sustainability and GHG reduction goals are predicated on large scale customer adoption of intermodal services, the operational feasibility and reliability of heavy-duty ZEVs, and the corresponding build-out of a national support infrastructure to reasonably and efficiently manufacture, distribute, or store electricity or alternative fuels for ZEVs, none of which can be assured.”see in full comparison
“A critical component of our multi-pronged plan to reduce our carbon emissions and comply with California’s and other states’ zero or reduced emission requirements is the deployment of ZEVs in significant numbers in these states together with leveraging our intermodal capability. …”see in full comparison
Full comparison: every changed paragraph (33)
Our operating segments compete with many other truckload carriers, logistics, brokerage, and transportation service providers of varying sizes, and to a lesser extent, LTL carriers, railroads, and other transportation or logistics companies, some of which have larger fleets, greater access to equipment, preferential customer contracts, greater capital resources, or other competitive advantages. Competition for the freight we transport or manage is based primarily on service, efficiency, available capacity, and to some degree, on freight rates alone. Our competitors periodically reduce their freight rates to gain business, especially when economic conditions negatively impact customer shipping volumes, truck capacities, or operating costs. Moreover, to limit the number of approved carriers to a manageable number, some of our customers select “core carriers” as approved transportation service providers, and in some instances, we may not be selected. Other of our customers periodically accept bids from multiple carriers for their shipping needs, which also periodically results in the loss of business to competitors. Some of our customers have used or expanded their own private fleets rather than outsourceoutsourcing loads to us, and others may do so in the future. Finally, our existing competitors, as well as new market entrants, have and continue to introduce new brokerage platforms or technologies, which has increased competition. Although we believe we are well positioned and have adopted technologies, developed strategies, and heavily invested in our own digital service offerings to deter, compete with, or supplant existing competitors and new market entrants, there can be no assurance that our investments, technologies, or strategies will be successful in enabling us to sustain or grow our current market share in each of our segments. These competitive dynamics could have an adverse effect on the number of shipments we transport and the freight rates we receive, which could limit our growth opportunities and reduce our profitability.
We strive to maintain a diverse customer base; however, a significant portion of our operating revenues is generated from a number of major customers, the loss of one or more of which could have a material adverse effect on our business. Aside from our dedicated operations and customer relationships where we manage such customers’ supply chains, we generally do not have long-term contractual relationships, rate agreements, or minimum volume guarantees with our customers. Furthermore, certain of the long-term contracts in our dedicated operations are subject to cancellation. There is no assurance any of our customers, including our dedicated customers, will continue to utilize our services, renew our existing contracts, or continue at the same volume levels. Despite the existence of contractual arrangements, certain of our customers may engage in competitive bidding processes that could negatively impact our contractual relationships. In addition, certain of our major customers may increasingly use their own truckload and delivery fleets, which would reduce our freight volumes. A reduction inin, or termination ofof, our services by one or more of our major customers, including our dedicated customers, could have a materially adverse effect on our business, financial condition, and results of operations.
All of the Class I railroads in the U.S., including our current rail partners, are unionized and have a recent history of disruption due to labor disputes and collective action, including strikes. While there is currently a contract in place between the Class I Railroadsrailroads and the unions representing rail workers, underlying labor issues remain including, most prominently, precision-scheduled railroading, the business model adopted in recent years by Class I rail carriers which has been blamed by railroad unions as the reason for a dramatic reduction in the freight rail workforce, increased supply-chain congestion, and deteriorating railroad safety. As a result, we cannot predict whether or when a labor dispute involving our rail partners could occur, the duration of such dispute, and the impact, if any, on our results of operations. Any strike or labor relatedlabor-related disruption at any of the Class I railroads can be expected to have an adverse impact on the results of operations of our Intermodal or Truckload segments.
In July 2025, the UP announced it had entered into a merger agreement to purchase Norfolk Southern Railroad. This merger is subject to approval by the companies’ shareholders and the Surface Transportation Board. Should the merger be consummated, it would create the first transcontinental railroad company. This would give the UP control of over 50,000 miles of track and access to major ports on the east and west coasts and could result in negative consequences for us, including less favorable contract terms with merged railroads and our other rail partners, reduced profitability, extended service issues post-merger during a period of integration or, possibly, a merger between the two remaining Class I railroads, which could result in significant operating inefficiencies. Previous mergers have led to backups and increased congestion. Such backups or congestion could have an adverse impact on our Intermodal segment’s operations. Additionally, new intermodal service offerings could lead to decreased intermodal transit times and result in the conversion of over-the-road services to intermodal.
In addition, a portion of the freight we deliver through both our Intermodal and Truckload segments is imported to the U.S. through ports of call where workers are represented by the ILWU, a labor union which primarily represents a significant number of longshore workers at 29 ports across the West Coast, or the ILA, the largest union of maritime workers in North America, which represents a larger number of longshoremen on the Atlantic and Gulf Coasts, Great Lakes, major U.S. rivers, Puerto Rico, and Eastern Canada. The west and east coast ports have long been the primary gateways for cargo coming into and leaving the U.S. and have a long history of labor and other port disputes, protracted collective bargaining, and contract negotiations which, in the past, have involved port disputes and closures, as well as threats of a strike that would have disrupted domestic supply chains. For example, the ILA went on strike for three days in October 2024 following disputes with the USMX regarding pay and job security in connection with the negotiation of a new master contract. The strike ended when ILA and USMX agreed to a short-term extension of their existing master contract. In January 2025, the ILA again threatened to strike when the previous master contract extension expired on January 15, 2025, although this strike was avoided when the ILA and USMX agreed to a new six-year master contract. There can be no guarantee that work stoppages or further disruptions at the west or east coast ports will not occur.
As part of our strategy to grow and expand our service offerings and create shareholder value, we have actively been engaged in identifying acquisition targets which meet our acquisition criteriacriteria, and recentlywe consummatedhave completed several such acquisitions in thisrecent regard.periods. We may be unable to generate sufficient revenue or earnings from these acquisitions, or any future acquired business, to offset our acquisition or investment costs, and the acquired business may otherwise fail to meet our operational or strategic expectations. Difficulties encountered in integrating acquired operations could prevent us from realizing the full anticipated benefits, within the anticipated timeframe, and could adversely impact our business, results of operations, and financial condition.
Our truckload and intermodal operations are capital-intensive, and our strategic decision to invest in newer equipment requires us to expend significant amounts in capital expenditures annually. The amount and timing of such capital expenditures depend on various factors, including anticipated freight demand and the price and availability of new or used tractors. If anticipated freight volume differs materially from our forecasts or customer demand, our truckload operations may have too many or too few assets. During periods of decreased customer demand, our asset utilization is challenged, and we may be forced to sell equipment on the open market in order to right-size our fleet. This could cause us to incur losses on such sales, particularly during times of a softer used equipment market, either of which could have a materially adverse effect on our profitability. Our leasing business could also be at risk of inventory impairment if truck deliveries are not aligned with owner-operator demand, which could also have a materially adverse effect on our profitability. Should demand for freight shipments weaken or our margins suffer due to increased competition or general economic conditions, we may have to limit our fleet size or operate our transportation equipment for longer periods, either of which could have a materially adverse effect on our operations and profitability.
Insurance andor claims costs and expenses could significantly reduce our earnings.earnings, cash flows, or liquidity.
Our future insurance or claims costs and expenses might exceed historical levels, which could reduce our earnings. We self-insure,self‑insure, or insure through our wholly-ownedwholly‑owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation. In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner-operatorowner‑operator drivers. We are also responsible for our legal expenses relating to such claims, which can be significant both on an aggregate and individual claim basis. Although we reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates. Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition andcondition, results of operationsoperations, incash materialflows, amounts.or liquidity.
As a supplement to our self‑insurance program, we maintain insurance with excess insurance carriers for potential losses that exceed the amounts we self‑insure. For auto liability, general liability and property damage, additional layers of insurance coverage beyond the primary layer are provided through an excess insurance tower, which is a structured arrangement of multiple layers of excess insurance coverage. Given the current litigation environment, including the rise in plaintiff awards and “nuclear verdicts,” premiums for this excess coverage continue to increase significantly. These market dynamics may prevent us from securing excess insurance at acceptable pricing at certain layers of exposure, may require us to increase our self‑insured retention as policies are renewed or replaced, and may lead us to assume additional risk within our captive insurance company that we may or may not reinsure.
Although we believe our aggregate insurance program should be sufficient to cover our claims in most circumstances, it is possible that one or more claims could result in a loss or adverse litigation judgment that (i) exhausts a layer of excess insurance coverage, (ii) exceeds our aggregate excess coverage limits, or (iii) due to fragmentation in our excess tower, exposes us to a material liability within a specific excess layer for which we are self‑insured. In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts. The commercial trucking industry, among other industries, has experienced verdicts in which juries have awarded tens or even hundreds of millions of dollars to accident victims and their families, increasing the risk that a single claim could exceed our aggregate coverage. If any claim, or combination of claims within the same policy year, were to exceed our aggregate insurance coverage, or if coverage were otherwise unavailable at needed layers, we would be responsible for the excess.
As a supplement to our self-insurance program, we maintain insurance with excess insurance carriers for potential losses, which exceed the amounts we self-insure. Although we believe our aggregate insurance limits should be sufficient to cover our historic claims amounts both individually and in the aggregate, the commercial trucking industry has experienced a wave of so-called “nuclear verdicts,” where juries have awarded tens or even hundreds of millions of dollars to accident victims and their families. Given this recent trend, it is possible that one or more claims could exceed our aggregate coverage limits. If any claim were to exceed our aggregate insurance coverage, we would bear the excess, in addition to our other self-insured amounts.
Given the current truck litigation environment, the amount of coverage available from excess insurance carriers is decreasing, and the premiums for this excess coverage are increasing significantly. For the foregoing reasons, our insurance and claims expenses may increase, or we could increase our self-insured retention as policies are renewed or replaced. In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure. Our results of operationsoperations, financial condition, cash flows, and financial conditionliquidity could be materially and adversely affected if: (1) our costs or losses significantly exceed our aggregate coverage limits,limits; (2) we are unable to obtain insurance coverage in amounts we deem sufficient,sufficient or at acceptable pricing for needed layers; (3) our insurance carriers fail to pay on our insurance claims, orclaims; (4) we experience a claim for which coverage is not provided.provided; or (5) adverse developments in claim frequency, severity, defense costs, or reserve estimates require significant additional cash outlays.
For example, in 2025, the limits of our excess insurance coverage were exhausted for one specific policy year as a result of a 2024 adverse verdict in a lawsuit arising out of a fatal motor vehicle accident that a Schneider driver is alleged to have caused, in addition to other losses occurring in that same policy year, with interest continuing to accrue on the judgment. For additional information, refer to the discussion of total other expenses (income) under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Voting control of the Company is concentrated with a Voting Trust that was established for certain members of the Schneider family, which limits the ability of our other shareholders to influence major corporate transactions.actions.
As a result of these arrangements, the Voting Trust controls the outcome of major corporate transactionsactions that require or may be accomplished by shareholder approval, including the election and removal of directors and transactions resulting in a change in control of the Company. For so long as the Voting Trust maintains control of us, our Class B shareholders wouldwill be unable to affect the outcome of suchproposed transactionscorporate actions, including any Major Transactions should any be proposed.
These provisions could have the effect of discouraging, delaying, or preventing a transaction involving a change in control of our company. These provisions could also have the effect of discouraging proxy contests and making it more difficult for our non-controlling shareholders to elect directors of their choosing, causing us to take other corporate actions. In light of present circumstances, we believe these provisions taken as a whole protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our Board and by providing our Board with more time to assess any acquisition proposal. These provisions are not intended to make us immune fromto takeovers or prevent the removal of incumbent directors. However, these provisions could delay or prevent an acquisition that our Board determines is not in the best interests of the Company and all of our stockholders.
Under current DOL regulations,regulations issued in 2024, employers must consider six criteria and employ a “totality of the circumstances” analysis to determine whether a worker is an employee or a contractor, without predetermining whether one criterion outweighs the other. The six factors, which are non-exhaustive, include a worker's opportunity for profit or loss; investments made by the worker and the potential employer; the degree of permanence of the work relationship; and the degree of control an employer has over the work. The factors also include the extent to which work performed is integral to the employer's business and the use of a worker's skill and initiative. Although current DOL regulations increase the likelihood of an employee determination and, could dramatically limit the circumstances under which we may classify our current independent contractor owner-operators as independent contractors under FLSA, the DOLDOL, under the incoming Trump administrationadministration, recentlyhas requestedannounced athat pauseit inwill oralno argumentslonger regardingapply the current2024 Independent Contractor Rule whichin maydetermining indicateclassification of workers as employees or independent contractors. The agency, instead, instructs field staff to use previously established guidance that we believe makes classification of workers as independent contractors (rather than workers) more likely, reflecting the newcurrent administration’s position on determining classification for protections under the FLSA. Notwithstanding this DOL’s announcement, the 2024 rule remains in effect unless and until the current administration maytakes notsteps defendto rescind or replace the rule.2024 However,rule anythrough formal rule-making processes or the rule is overturned or curtailed by one of the ongoing lawsuits challenging its validity. Any legislation or regulation which limits our ability to classify owner-operators as independent contractors could result in driver shortages or adversely impact our freight capacity which, in turn, could adversely impact our results of operations.
Additionally, federal and state courts in certain jurisdictions have issuedinterpreted, decisionsor thatmay interpret, applicable law inconsistently, which could result in aclaims greaterby likelihoodcertain owner operators that they have been misclassified by us as independent contractors willunder bevarious judiciallyfederal classifiedor asstate employees.regulations. As a result, we are, from time to time, party to administrative proceedings and litigation, including class actions, alleging violations of the FLSA and other state and federal laws which seek retroactive reclassification of certain current and former independent contractors as employees. An adverse decision in such legal proceedingsproceedings, in an amount that materially exceeds our reservesreserves, or federal or state legislation in this area which renderrenders the owner-operator model either impractical or extinctextinct, thereby curtailing our revenue opportunitiesopportunities, could have an adverse effect on our results of operations and profitability.
On February 12, 2026, the EPA finalized a rule eliminating the 2009 GHG Endangerment Finding and federal emission standards for vehicles and engines. The GHG Endangerment Finding formed the legal basis previously used to regulate GHG emissions for motor vehicles. The EPA has stated that its final rule repeals federal vehicle GHG standards and reduces regulatory requirements tied to vehicle emissions including, a raft of regulations aimed at requiring truck OEMs to develop and sell cleaner trucks and engines to reduce GHG emissions. However, the EPA’s low NOx regulations will still be enforced. The EPA says it will alter the final regulation, although final rules have not been issued. It is anticipated that legal challenges to the EPA’s final rule will follow. It is uncertain what, if any, impact the EPA’s final rule will have on state GHG regulations and what actions the truck OEMs will take in response to the EPA’s final rule.
In addition, uncertainty regarding the reliability of the newly designed diesel engines, and any resulting negative impact on residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. We cannot predict the extent to which these factors will affect our operations or productivity. We will continue to monitor and evaluate our compliance with applicable federal and state GHG regulations.
In recent years, the EPA and the NHTSA have either finalized or proposed regulations which aim to require truck OEMs to develop and sell a new generation of clean vehicles and engines to reduce GHG emissions. The OEMs’ compliance with those regulations, as well as similar state or federal regulations, has increased, and will likely continue to increase, the cost of our new tractors and, may increase the cost of new trailers, may require us to retrofit certain of our trailers, may increase our maintenance costs, and could impair equipment productivity and increase our operating costs, particularly if such costs are not offset by potential fuel savings. These adverse effects, combined with the uncertainty as to the reliability of the newly designed diesel engines and any related negative impact on the residual values of our equipment, could materially increase our costs or otherwise adversely affect our business or operations. However, we cannot predict the extent to which our operations and productivity will be impacted. We will continue monitoring our compliance with federal and state GHG regulations.
Federal and state lawmakers are considering a variety of other climate-change proposals related to carbon and GHG emissions. The proposals could potentially limit carbon emissions within certain states and municipalities, which would restrict the location and amount of time that diesel-powered tractors may idle. Such proposals could result in decreased productivity or increased driver turnover. Regulatory requirements and changes in regulatory requirements may affect our business or the economics of the industry by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services. If current regulatory requirements become more stringent or new environmental laws and regulations regarding climate change are introduced, we could be required to make significant capital expenditures or discontinue certain activities. Refer to Item 1. Business, for additional details on recent climate-related regulationregulations and laws that impact our operations.
Currently the long-haul trucking industry in North America is diesel fuel-based, and long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel are not commercially feasible at scale in North America. Significant challenges remain with respect to the economic feasibility of operating these trucks, and further development of this technology is necessary considering power, torque, range, efficiency and other performance requirements of long-haul trucking operations. Moreover, the extensive nationwide charging/fueling infrastructure and maintenance network that would be necessary to support such operations does not exist. Nevertheless, federal, state, and local governmental agencies continuemay topass engageor in efforts to supportpropose legislation and regulations mandating the transition of diesel fuel-based commercial motor vehicles, such as Class 8 tractors operated by the Company’s independent owner operators and third-party brokerage carriers, to ZEVs.
In 2024, the SEC adopted climate disclosure rules to enhance and standardize climate-related disclosures by public companies and in public offerings. Among other things, the final rules will require a registrant to disclose: (a) climate-related risks that have had or are reasonably likely to have a material impact on the registrant’s business strategy, results of operations, or financial condition; (b) the actual and potential material impacts of any identified climate-related risks on the registrant’s strategy, business model, and outlook; (c) for large accelerated filers and accelerated filers like us that are not otherwise exempted, information about material Scope 1 and Scope 2 emissions; and (d) for those required to disclose Scope 1 and/or Scope 2 emissions (which would include us), an assurance report at the limited assurance level, which, following an additional transition period, will be at the reasonable assurance level. In addition, California and other states have enacted laws which mandate certain climate-related disclosures. As a result, we have and, expect that we will need to continue to expand our climate-related disclosures to comply with the SEC’s and other state disclosure requirements. Should the Company fail to implement appropriate policies and procedures to accurately track or report all of the information required under these regulations and laws, it could be determined that the Company has weaknesses in its internal controls, and the Company would not be able to obtain the required third-party attestation report or file them timely and could lose customers. Should any of those events occur, the Company could face fines and penalties from the SEC and other states and the Company’s share price could be negatively impacted.
At the state level, CARB has withdrawn its request for an EPA waiver to enforce its ACF rule. The withdrawal means CARB is no longer seeking to enforce its ZEVACF mandate on fleets.rule. Other states have enacted similar legislation to the ACF and, in the wake of CARB’s decision, it is uncertain whether that legislation will be enforced. Mandates requiring the transition to ZEVs would create substantial costs for the Company’s third-party capacity providers and, in turn, increase the cost of purchased transportation to the Company. An increase in the costs to purchase, lease, or maintain tractor equipment or in purchased transportation costcosts caused by existing or new regulations, without a corresponding increase in price to the customer, could adversely affect our results of operations and financial condition. Due primarily to the uncertainty of the timing of availability of compliant tractors from OEMs and the timing of the effectiveness of such laws and regulations, we are not currently able to forecast whether such impact will be material.
We, and others,We currently do not expect that long-haul trucking operations powered by electricity, natural gas, or hydrogen-based powertrains rather than diesel, will become commercially viable at scale throughout North America in the near term. However, as various technology alternatives continue to develop and mature and investment in infrastructure continues, local or regional service in certain geographic areas utilizing Class 8 tractors powered by electricity, natural gas, or hydrogen-based powertrains may become commercially viable in such time frame. We continue to actively monitor, evaluate, and test developments in the trucking industry related to the design, manufacture, operation, and support of heavy-duty trucks powered by electricity, natural gas, or hydrogen-based powertrains in order to consider the implementation of initiatives involving those technologies, as those technologies and the related infrastructure needed to support them may mature in the future. An increase in costs to implement these initiatives without a corresponding increase in price to the customer could adversely affect our results of operations and financial condition.
Refer to Item 1. Business, for additional details on the ACT Regulations, the SEC Climate Disclosure Rule, California SB 253 and SB 261, and the VCMDA.
We rely on information technology throughout all areas of our business and operations to receive, track, accept, and complete customer orders; process financial and non-financial data; compile results of operations for internal and external reporting; and achieve operating efficiencies and growth. Such data and information remain vulnerable to cyber-attacks, cybersecurity breaches, ransomware attacks, hackers, theft, or other unauthorized disclosure.disclosures. Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of thethose attempted cyberattacks or cybersecurity incidents identified as of the filing date of this Annual Report on Form 10-K has had a material impact on us, except as the continued presence of cybersecurity threats has resulted, and is expected to continue to result, in significant investments in cybersecurity risk management programs, processes, and tools. If a cyberattack, cybersecurity breach, ransomware, or other similar attack on us is successful, this could result in the disclosure of confidential customer or commercial data, loss of valuable intellectual property, or system disruptions, and subject us to civil liability and fines or penalties, damage our brand and reputation, or otherwise harm our business, any of which could be material. In addition, delayed sales, lower margins, or lost customers resulting from security breaches or network disruptions could materially reduce our revenues, materially increase our expenses, damage our reputation, and have a material adverse effect on our stock price.
In particular, the defense of trucking accidents is challenging for a variety of reasons, one of which is the recent rise in the industry of nuclear verdicts which typically involve excessive jury awards that surpass what would generally be regarded as reasonable or rational compensation for the injuries or damages suffered. Another challenge facing trucking companies is devising strategies to defend or offset the various tactics employed by plaintiff’s counsel, inside and outside the courtroom, that have and continue to contribute to the rise in nuclear verdicts and the use by plaintiffs’ lawyers of third party litigation funding and litigation advertising, which enables speculative claims by third-party litigation and drives award demands up, thereby widening the gap for parties to negotiate a reasonable settlement.
Increasing scrutiny from investors and other stakeholders regarding ESG relatedESG-related matters may have a negative impact on our business.
Our long-term sustainability and GHG reduction goals are predicated on large scale customer adoption of intermodal services, the operational feasibility and reliability of heavy-duty ZEVs, and the corresponding build-out of a national support infrastructure to reasonably and efficiently manufacture, distribute, or store electricity or alternative fuels for ZEVs, none of which can be assured.
A critical component of our multi-pronged plan to reduce our carbon emissions and comply with California’s and other states’ zero or reduced emission requirements is the deployment of ZEVs in significant numbers in these states together with leveraging our intermodal capability. As an early adopter of ZEVs, there can be no assurance that we will be successful deploying ZEVs in our operations in significant numbers, that we will be successful converting more over-the-road freight to intermodal, that the national support infrastructure, including the nation’s electricity grid, for heavy-duty ZEVs will be built-out as expected. Should any of those things fail to occur, we may fail to meet our published sustainability goals, which could result in losing the support of our investors, customers, and other stakeholders; our becoming subject to regulatory enforcement actions; or suffering reputational harm which, in any case, may increase the cost of providing transportation services or adversely affect our financial condition, results of operations, and liquidity.
Management's Discussion & Analysis (MD&A)
Removed heading “Recent Developments”
Largest changes
“We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs. Visibility into each driver’s profile allows us to increase driver satisfaction and retention by matching drivers to loads and routes that better fit their individual needs. We can improve our customer service, retain drivers, lower costs, and generate business by anticipating our customers’ and drivers’ needs and preferences in a dynamic network. …”see in full comparison
“(3)Amortization expense related to intangible assets acquired through recent business acquisitions. Refer to Note 6, Goodwill and Other Intangible Assets, for additional details. As we finalized our purchase accounting adjustments related to intangible assets, and to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP income beginning in the fourth quarter of 2023. See Note 1, Summary of Significant Accounting Policies, for additional details.”see in full comparison
“Other income from operations decreased $19.9 million for the year ended December 31, 2024 compared to the same period in 2023 driven by a decrease in earnings within our leasing business, partially offset by $2.9 million of additional interest and penalties related to the sales tax audit assessment recorded in the second quarter of 2023. See Note 13, Commitments and Contingencies, for more information.”see in full comparison
“We intend to drive organic growth by leveraging our existing customer relationships, as well as expanding our customer base. We believe our broad portfolio of services, with different asset intensities, and our North American footprint allow for supply chain alternatives, which enable new and existing customer growth. We also plan to drive revenue growth by increasing our marketing to customers that seek to outsource their transportation services. …”see in full comparison
“(2)Amortization expense related to intangible assets acquired through recent business acquisitions. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to transportation services provided to our customers. Refer to Note 6, Goodwill and Other Intangible Assets, for additional details.”see in full comparison
Full comparison: every changed paragraph (93)
We provide a comprehensive portfolio of transportation and logistics services, including truckload, intermodal, and logistics solutions, enabling us to meet diverse customer needs through an integrated, multimodal approach.
We are a transportation and logistics services company providing a multimodal portfolio of truckload, intermodal, and logistics solutions. Our diversified portfolio of complementary service offerings combines truckload services with intermodal and logistics offerings, enabling us to serve our customers’ varied transportation needs.
Recent Developments
Acquisitions
On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland. Cowan Systems provides mainly dedicated and logistics services for retail and manufacturing customers that complement our operations. The operating results of Cowan Systems are reported in Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition. Refer to Note 2, Acquisitions, for additional details on our recent acquisitions.
We seek to deliver a resilient, high-quality portfolio of transportation and logistics services designed to support consistent revenue growth, margin performance, and long‑term shareholder value. Our strategy reflects Schneider’s commitment to high‑quality service, operational excellence, and disciplined capital deployment across economic and freight cycles, and it is grounded in our purpose to turn complexity into control for our customers and elevate transportation into a strategic advantage for them. We advance this strategy through five priorities:
We seek to deliver a superior portfolio of services that enables our business to grow revenue, profitability, and shareholder returns and perform resiliently through economic and freight cycles. We believe our competitive strengths position us to pursue our strategy as follows:
We continue to grow organically by building on our core strengths – our broad, multi-modal service offerings, strong balance sheet, robust safety practices, and advanced technology solutions – while deepening relationships with existing customers and expanding our reach with new ones. Our diversified portfolio, spanning multiple asset intensities and transportation modes, provides customers with flexible and reliable supply chain options across North America intended to provide resiliency amid shifting market conditions.
We manage growth with a focus on profitability and stakeholder considerations. Our integrated technology platform supports real-time visibility, data-driven decision support, and increased network efficiency. Combined with an agile, solutions-oriented commercial organization, these capabilities are designed to support service quality and share capture across our reportable segments.
We intend to drive organic growth by leveraging our existing customer relationships, as well as expanding our customer base. We believe our broad portfolio of services, with different asset intensities, and our North American footprint allow for supply chain alternatives, which enable new and existing customer growth. We also plan to drive revenue growth by increasing our marketing to customers that seek to outsource their transportation services. Our growth decisions are based on our “Value Triangle,” which represents profitable growth while balancing the needs of our customers, associates, and shareholders. Our integrated technology platform serves as an instrumental factor, which drives profitability as it enables real-time, data-driven decision support science on every load/order and assists our associates in proactively managing our services across our network. Together with our highly incentivized and proactive sales organization, we believe that our platform will continue to provide a high level of service and foster organic growth in each of our reportable segments.
Expand capabilities in the specialtyspecialty, dedicated, and dedicated freight markets and continue growing our asset-light and non-asset businessesservices
We plan to grow in specialty and dedicated transportation markets, where operational complexity and elevated service requirements can support deeper customer relationships. Our scale, specialized equipment, and experienced driver base support our ability to serve freight needs - including those with specific handling, timing, or regulatory requirements – and we maintain programs designed to support compliance and dependable execution.
We also continue to advance our multimodal strategy. As an asset-based intermodal provider, we maintain control of equipment, dray capacity, and service quality through differentiated rail relationships and an integrated technology backbone. These capabilities are intended to enhance service consistency, end-to-end visibility, and customer outcomes.
Our Logistics business, including freight brokerage, remains a strategic growth engine. Our FreightPower® digital marketplace, broad carrier network, and Power Only solutions give shippers access to competitive, scalable capacity. In 2025, we implemented stricter qualification requirements for certain third-party carriers in response to cargo theft concerns, which reduced the number of carriers in our network and influenced volume and mix within the period. Logistics also plays a role in innovation, including analytics, AI-enabled automation, and customer experience design.
We believe that our capabilities position us to grow in the specialty and dedicated freight markets, which have higher barriers to entry, greater stability through freight/market cycles, potentially more resilient margins, and lasting customer relationships. The complexity and time-sensitivity of the loads often require increased collaboration with, and greater understanding of, our customers’ business needs and processes. The transportation of specialty freight requires specially trained drivers with appropriate licenses and certain hauling permits, as well as equipment that can handle items with unique requirements in terms of temperature, freight treatment, size, and shape. As such, there are few carriers that have comparable scale and capabilities in the specialty and dedicated markets, which we believe will allow us to grow profitably.
As an asset-based intermodal provider, we have more control over our equipment, perform most of our own drays, and retain strong contractual and differentiated rail relationships across the western, eastern, and southern/Mexico-based portions of our network. We believe our integrated technology platform will enable us to experience certain benefits of complete end-to-end control, including increased pick-up and delivery predictability, better visibility, and the ability to source and retain capacity.
Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of continued growth. As shippers increasingly consolidate their business with fewer freight brokers, we continue to be well-positioned due to our customer service; Schneider FreightPower® digital marketplace; an established, dense network of qualified third-party carriers; and access to our sizable trailer network via our Power Only offering. We believe shippers see the value of working with providers like us that have scale, capacity, and lane density. Brokerage serves as an asset-light innovation hub for Schneider, particularly in the areas of predictive analytics, process automation, and new customer relationship generation.
Improve our operations and margins by leveraging benefits from investments inthrough technology and business transformation
Technology remains fundamental to our efforts to enhance efficiency, service quality, and network performance. We continue investing in digital tools and AI solutions that improve load matching, optimize resources, and streamline operations with greater control and precision across all segments. These initiatives affect operating expenses and are expected to influence productivity and our cost structure over time. These capabilities also support driver satisfaction by aligning routes, schedules, and preferences more accurately.
Customer interfaces emphasize simplicity and transparency. Our FreightPower® platform further connects our asset‑based network with broader third‑party capacity, while our next‑generation transportation management system is expected to further enhance the scalability and intelligence of our ecosystem. We believe these transformation efforts will support productivity, revenue management, and analytics-driven decisioning over time.
We continue to benefit from our technology and business transformation by improving the effectiveness with which we use data to increase revenue and lower costs. Visibility into each driver’s profile allows us to increase driver satisfaction and retention by matching drivers to loads and routes that better fit their individual needs. We can improve our customer service, retain drivers, lower costs, and generate business by anticipating our customers’ and drivers’ needs and preferences in a dynamic network. We believe the implementation of simple and intuitive customer interfaces will also enable a stronger connection with our customers through increased interaction and an enhanced user experience. Our Schneider FreightPower® online marketplace, for example, digitally connects our asset-based network capabilities with the strength of our trailer network and carrier relationships to service our customers. Additionally, through our investment in MLSI, with which we are collaborating to develop a TMS using MLSI’s SaaS technology, we aim to further complement our technology platform and enable enhanced decision making, resource allocation, and visibility with our supply chain partners. We expect additional margin improvement as we continue to leverage data analytics within our integrated technology platform. Along with our revenue management discipline, our integration of technology and systems through leading, third-party providers will allow us to continue to incorporate new technologies and build additional capabilities into the platform over time, maintaining our competitive edge and setting the foundation for future growth.
Allocate capital across businesses to maximize return on capitalreturns while pursuing strategic organic and inorganic growth opportunities
Our multimodal portfolio provides flexibility to deploy capital where returns are believed to be most attractive across varying market conditions. We strategically shift assets and investments across business lines and geographies to optimize utilization and financial performance.
Our strong financial position enables disciplined investments in fleet modernization, technology, safety enhancements, and network capacity, as well as targeted acquisitions that enhance our service offerings, expand customer relationships, or strengthen capabilities. Each investment is guided by return-on-capital discipline and aligned with long-term strategic priorities, ensuring that we seek to deliver on behalf of shareholders and customers.
Our broad portfolio of services provides us with a greater opportunity to allocate capital within our portfolio in a manner that maximizes returns across all market cycles and economic conditions. For example, we can efficiently move our equipment between services and regions when we see opportunities to maximize our return on capital. We continually monitor our performance and market conditions to ensure appropriate allocation of capital and resources to grow our businesses, while optimizing returns across reportable segments. Furthermore, our strong balance sheet and financial position enable us to carry out an acquisition strategy that strengthens our overall portfolio. We are positioned to leverage our scalable platform and experienced operations team to acquire high-quality businesses that meet our disciplined selection criteria to enhance our service offerings and broaden our customer base.
Create differentiated driver and associate experiences that enable us to attract and retain top talent at all levels
Our people remain our greatest competitive advantage. We foster a high‑performance, safety‑first culture rooted in collaboration, inclusion, and continuous improvement.
We are committed to improving the driver experience through better home‑time balance, consistent freight, enhanced technology tools, and a clear focus on safety and well‑being. For all associates, we invest in training, leadership development, and career progression.
Our talent systems, from recruiting to onboarding to ongoing engagement, are increasingly enabled by technology, helping us identify and support high‑quality drivers and skilled professionals who grow with the company.
Our people are our strongest assets, and we believe they are key to growing our customer base and driving our performance. Our goal is to be the employer of choice; attract, develop, engage, and retain the best talent in the industry. We strive for a high-performance culture that seeks individuals who are passionate about our business and commit to work together in an inclusive and collaborative environment. We value the direct relationship we have with our associates, and we intend to continue working together to provide professional growth opportunities and a quality work environment for all. Our compensation structure is performance-based and aligns with our strategic objectives.
We seek to maintain our reputation as a preferred carrier of choice within the driver community through our continued focus on improving the driver experience and to attract and retain high-quality, safe drivers that meet or exceed our qualification standards. We invest in the well-being of our associates through our commitment to ensure a differentiated driver experience and efforts to improve time at home, pay stability, and the quality of drivers’ touchpoints. We provide mandatory physical check-ups which cover sleep apnea and hair or urine-based drug testing, among other things. We believe that investing in the health of our associates helps maintain a high-quality driver base.
Our technology platform facilitates the application, screening, and onboarding of top talent. As an industry leader with both a respected “safety first and always” culture and underlying core value, we believe that we will continue to be the employer of choice for both driving and non-driving associates.
(1)Includes $2.9 million in charges related to an adverse audit assessment for prior period state sales tax on rolling stock equipment used within that state for the year ended December 31, 2023. Refer to Note 13, Commitments and Contingencies, for more information.
(2)Amortization expense related to intangible assets acquired through recent business acquisitions. Although intangible assets contribute to our revenue generation, the amortization of intangible assets does not directly relate to transportation services provided to our customers. Refer to Note 6, Goodwill and Other Intangible Assets, for additional details.
(3)Severance related to workforce rightsizing.
(3)Amortization expense related to intangible assets acquired through recent business acquisitions. Refer to Note 6, Goodwill and Other Intangible Assets, for additional details. As we finalized our purchase accounting adjustments related to intangible assets, and to better reflect our ongoing operations, we made the decision to exclude the related amortization expense from non-GAAP income beginning in the fourth quarter of 2023. See Note 1, Summary of Significant Accounting Policies, for additional details.
Enterprise net income decreased $121.5$13.4 million, approximately 51%,11%, for the year ended December 31, 20242025 compared to 2023,2024. The decline was primarily driven by a $131.2 million decrease in income from operations and a $22.7$17.9 million unfavorable change in total other expenseexpenses (income)—netnet, primarilylargely relatedattributable to oura equity$17.2 investments,million increase in interest expense, which was partially offset by thea corresponding$3.7 decreasemillion increase in the provision for income taxes.from Pre-taxoperations, equityas investmentdiscussed net gains were $2.3 million and $19.7 million for 2024 and 2023, respectively.below.
Enterprise operating revenues decreasedincreased $208.4$383.8 million, approximately 4%,7%, for the year ended December 31, 20242025 compared to 2023.2024.
FactorsContributing contributing to the decreasefactors were as follows:
•a $112.4 million decrease in Logistics segment revenues (excluding fuel surcharge) driven by decreased revenue per order and a decline in brokerage volumes related to freight market conditions, partially offset by revenues recorded from the Cowan Systems acquisition;
•a $108.1 million decrease in fuel surcharge revenues resulting from decreased fuel prices in 2024 compared to 2023;
•a $15.0 million decrease in Truckload segment revenues (excluding fuel surcharge) driven by declines within our Network business mainly from decreases in Network trucks, partially offset by Dedicated growth, including the M&M and Cowan Systems acquisitions, and increases in Dedicated revenue per truck per week; and
•a $9.5$299.7 million decreaseincrease in IntermodalTruckload segment revenues (excluding fuel surcharge) relateddriven by increased volume within Dedicated (primarily due to athe decreaseCowan acquisition) and increased rate per loaded mile in revenue per order,Network, partially offset by andecreased increaseNetwork in volume.volume;
•a $51.7 million increase in Logistics segment revenues (excluding fuel surcharge) resulting from the Cowan acquisition, partially offset by reduced volume within brokerage; and
•a $33.9 million increase in Intermodal segment revenues (excluding fuel surcharge) attributable to increased volume.
Enterprise revenues (excluding fuel surcharge) decreasedincreased $100.3$379.6 million, approximately 2% for the same reasons discussed above, excluding fuel surcharge.8%.
Enterprise income from operations increased $3.7 million, approximately 2%, for the year ended December 31, 2025 compared to 2024. The increase was driven by higher volumes within Dedicated related to the Cowan acquisition, increased Intermodal volume, improved rates in Network, and lower purchased transportation costs. These were partially offset by higher salaries and wages, equipment-related costs, and depreciation and amortization (all largely stemming from the Cowan acquisition), as well as increased insurance expense from premiums and prior year claims development and lower brokerage volume.
Enterprise income from operations decreased $131.2 million, approximately 44%, for the year ended December 31, 2024 compared to 2023, primarily due to a decrease in net revenue per order in Logistics, rate per loaded mile and volume within Network, revenue per order in Intermodal, and volume declines within our brokerage business. Other factors were an increase in cost of goods sold in our leasing business, increased insurance premiums and claims reserves, increased depreciation due to higher revenue equipment counts and cost per unit, and reduced gains on revenue equipment sales. These decreases were partially offset by an increase in Dedicated volumes from organic and acquisitive growth, inclusive of the M&M and Cowan Systems acquisitions, increased rate per total mile in Dedicated, increased volumes within Intermodal, reduced purchased transportation costs, and lower other general expenses driven by improvements in bad debt experience and professional fee spend.
Adjusted income from operations decreasedincreased $130.7$5.4 million, approximately 43%.3%.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased slightly on both a GAAP and adjusted basis when compared to the same period in 2023.2024.
Key operating expense fluctuations year over year are describedsummarized below.
•Purchased transportation costs decreased $193.2$11.3 million, or 9%, year over year,1%, primarily resultingdue fromto decreasedlower third-party carrier costs within Logistics duedriven toby reduced brokerage volume and lower purchasedrail-related transportationcosts. costsThis perwas orderpartially offset by higher third-party and brokerage volumes, as well as a decline in owner-operator purchased transportation costs fromassociated awith reductionthe inCowan owner-operator capacity within Truckload.acquisition.
•Salaries, wages, and benefits increased $185.3 million, or 13% driven by higher driver pay, office wages, and benefits largely attributable to the Cowan acquisition.
•Salaries, wages, and benefits increased $50.6 million, or 4%, year over year. Apart from the effects of the M&M and Cowan Systems acquisitions, salaries, wages, and benefits were comparable to the prior year as incentives and healthcare increases were partially offset by lower wages.
•Fuel and fuel taxes for company trucks decreasedincreased $39.2$36.3 million, or 9%, yeardue overto year,increased Dedicated volume (primarily driven by athe decreaseCowan in cost per gallon,acquisition), partially offset by anlower increaseNetwork involumes companyand drivera mileslower withinaverage Dedicated.cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.
•Depreciation and amortization increased $31.2$36.3 million, or 8%, year over year,9%, mainly due to additional depreciation expense resultingassociated fromwith trailertractor and tractortrailer growth within Dedicated (inclusivelargely of Cowan and M&M), ongoing impactsresulting from the increased cost of equipment, and incremental depreciation and amortization expense related to the M&M and Cowan Systems acquisitions.acquisition).
•Operating supplies and expenses—net increased $88.8 million, or 14%, driven by equipment-related expenses primarily related to the Cowan acquisition, partially offset by higher gains on equipment sales.
•Operating supplies and expenses—net increased $60.5 million, or 11%, year over year, driven by higher cost of goods sold in our leasing business due to an increase in lease adds and a reduction in gains on equipment sales due to a decrease in average sales price per unit. These factors were partially offset by lower rail storage expense and a decrease in equipment rental expense as a result of improved port fluidity.
•Insurance and related expenses increased $37.2$35.9 million, or 33%, year over year, primarily24%, due to an increase in auto liability insurance costs related to an increase in premiumspremiums, inclusive of Cowan, and claims development arising fromunfavorable prior claimyear periods.claims development.
•Other general expenses decreasedincreased $24.3$8.8 million, or 16%, year over year,7%, largely relateddue to improvementshigher indriver badonboarding debtcosts experiencedriven andby aincreased decrease in professional services.hires.
What changed in the latest 10-Q
Risk Factors
New heading “Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity.”
Largest changes
“In addition to the significant increase in the cost to motor carriers relating to commercial auto liability claims throughout the U.S., there has also been a very significant increase throughout the U.S in the number of, and potential loss exposure associated with, so-called “Broker Liability Claims” – claims asserted against freight brokers in connection with accidents involving motor carriers the freight broker has contracted with to haul a shipment. Broker Liability Claims involve allegations of negligent hiring or selection of the motor carrier who was involved in a motor vehicle accident. …”see in full comparison
“Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity.”see in full comparison
“Although we believe our aggregate insurance program should be sufficient to cover our claims in most circumstances, it is possible that one or more claims could result in a loss or adverse litigation judgment that (i) exhausts a layer of excess insurance coverage, (ii) exceeds our aggregate excess coverage limits, or (iii) due to fragmentation in our excess tower, exposes us to a material liability within a specific excess layer for which we are self‑insured. In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts. …”see in full comparison
“Our future insurance or claims costs and expenses might exceed historical levels, which could reduce our earnings. We self‑insure, or insure through our wholly‑owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation. In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner‑operator drivers. …”see in full comparison
“As a supplement to our self‑insurance program, we maintain insurance with excess insurance carriers for potential losses that exceed the amounts we self‑insure. For auto liability, general liability and property damage, additional layers of insurance coverage beyond the primary layer are provided through an excess insurance tower, which is a structured arrangement of multiple layers of excess insurance coverage. Given the current litigation environment, including the rise in plaintiff awards and “nuclear verdicts,” premiums for this excess coverage continue to increase significantly. …”see in full comparison
“For example, in 2025, the limits of our excess insurance coverage were exhausted for one specific policy year as a result of a 2024 adverse verdict in a lawsuit arising out of a fatal motor vehicle accident that a Schneider driver is alleged to have caused, in addition to other losses occurring in that same policy year, with interest continuing to accrue on the judgment. …”see in full comparison
Full comparison: every changed paragraph (8)
ThereExcept as set forth below, there have been no material changes fromto the risk factors previously disclosed in theour Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The following risk factor has been updated to reflect recent developments, with new text indicated in bold and italics.
Insurance or claims costs and expenses could significantly reduce our earnings, cash flows, or liquidity.
Our future insurance or claims costs and expenses might exceed historical levels, which could reduce our earnings. We self‑insure, or insure through our wholly‑owned captive insurance company, a significant portion of our claims exposure resulting from auto liability, general liability, cargo, and property damage claims, as well as workers’ compensation. In addition to insuring portions of our risk, our captive insurance company provides insurance coverage to our owner‑operator drivers. Although we reserve for anticipated losses and expenses and periodically evaluate and adjust our claims reserves to reflect our experience, estimating the number and severity of claims, as well as related costs to settle or resolve them, is inherently difficult, and such costs could exceed our estimates. Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition, results of operations, cash flows, or liquidity.
As a supplement to our self‑insurance program, we maintain insurance with excess insurance carriers for potential losses that exceed the amounts we self‑insure. For auto liability, general liability and property damage, additional layers of insurance coverage beyond the primary layer are provided through an excess insurance tower, which is a structured arrangement of multiple layers of excess insurance coverage. Given the current litigation environment, including the rise in plaintiff awards and “nuclear verdicts,” premiums for this excess coverage continue to increase significantly. These market dynamics may prevent us from securing excess insurance at acceptable pricing at certain layers of exposure, may require us to increase our self‑insured retention as policies are renewed or replaced, and may lead us to assume additional risk within our captive insurance company that we may or may not reinsure.
Although we believe our aggregate insurance program should be sufficient to cover our claims in most circumstances, it is possible that one or more claims could result in a loss or adverse litigation judgment that (i) exhausts a layer of excess insurance coverage, (ii) exceeds our aggregate excess coverage limits, or (iii) due to fragmentation in our excess tower, exposes us to a material liability within a specific excess layer for which we are self‑insured. In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts. The commercial trucking industry, among other industries, has experienced verdicts in which juries have awarded tens or even hundreds of millions of dollars to accident victims and their families, increasing the risk that a single claim could exceed our aggregate coverage. If any claim, or combination of claims within the same policy year, were to exceed our aggregate insurance coverage, or if coverage were otherwise unavailable at needed layers, we would be responsible for the excess.
In addition to the significant increase in the cost to motor carriers relating to commercial auto liability claims throughout the U.S., there has also been a very significant increase throughout the U.S in the number of, and potential loss exposure associated with, so-called “Broker Liability Claims” – claims asserted against freight brokers in connection with accidents involving motor carriers the freight broker has contracted with to haul a shipment. Broker Liability Claims involve allegations of negligent hiring or selection of the motor carrier who was involved in a motor vehicle accident. On May 14, 2026, the U.S. Supreme Court unanimously held in Montgomery v. Caribe Transport II, LLC, a case in which we were not involved, that a state-law negligent hiring or selection claim against a freight broker is not preempted by the Federal Aviation Administration Authorization Act of 1994. The decision removes the broad federal preemption defense upon which freight brokers often have relied to defeat negligent-selection claims at an early stage of litigation. Although the long-term implications of the decision are not yet clear, the decision could lead to an increase in the frequency or defense of Broker Liability Claims and the rate of success of plaintiffs bringing such claims, which could result in nuclear verdicts. In addition, the cost to freight brokers of defending and/or settling Broker Liability Claims could increase, and insurance covering such claims may become more expensive and/or harder to obtain at acceptable coverage limits. Our operations include asset-light freight brokerage through our Logistics segment, and we are currently, directly or indirectly, involved in certain litigation or Broker Liability Claims arising from the normal conduct of our freight brokerage operations. Where appropriate, we have accrued for these matters or notified our insurance carriers of the potential loss. We cannot predict whether or how the Montgomery decision will affect the course or resolution of these matters; however, based on present knowledge, and in certain cases, we do not believe the resolution of these claims and pending litigation will have a material adverse effect on our financial condition, results of operations, or liquidity.
Our results of operations, financial condition, cash flows, and liquidity could be materially and adversely affected if: (1) our costs or losses significantly exceed our aggregate coverage limits; (2) we are unable to obtain insurance coverage in amounts we deem sufficient or at acceptable pricing for needed layers; (3) our insurance carriers fail to pay on our insurance claims; (4) we experience a claim for which coverage is not provided; or (5) adverse developments in claim frequency, severity, defense costs, or reserve estimates require significant additional cash outlays.
For example, in 2025, the limits of our excess insurance coverage were exhausted for one specific policy year as a result of a 2024 adverse verdict in a lawsuit arising out of a fatal motor vehicle accident that a Schneider driver is alleged to have caused, in addition to other losses occurring in that same policy year, with interest continuing to accrue on the judgment. For additional information, refer to the discussion of total other expenses (income) under Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K.
Management's Discussion & Analysis (MD&A)
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Enterprise Results Summary”
New heading “Components of Enterprise Net Income”
New heading “Enterprise Revenues”
New heading “Enterprise Income from Operations and Operating Ratio”
New heading “Enterprise Operating Expenses”
New heading “Total Other Expenses-Net”
New heading “Income Tax Expense”
New heading “Revenues and Income (Loss) from Operations by Segment”
Largest changes
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (106)
Consistent with industry trends, our business exhibits seasonality across each of our reportable segments. Revenues are typically lowest in the first quarter and highest in the fourth quarter. Operating expenses tend to be higher in the winter months due primarily to colder weather, which increases maintenance costs and fuel consumption associated with increased idle time.
Three Months Ended MarchJune 31,30, 2026 Compared to Three Months Ended MarchJune 31,30, 2025
Enterprise net income decreasedincreased $5.7$13.7 million, approximately 22%,38%, in the firstsecond quarter of 20262026, compared to the same period in 2025, primarily due to ana $8.7$16.4 million increase in income from operations and a $1.8 million decrease in incomeother fromexpenses. operations.These Thisincreases decrease waswere partially offset by a $1.9$4.5 million reductionincrease in the provision for income taxes and a $1.1 million decrease in other expenses, driven by lower interest expense.taxes.
Adjusted net income decreasedincreased $6.0$13.6 million, approximately 22%,36%, for the same reasons discussed above.
Enterprise operating revenues decreasedincreased $3.3$148.2 millionmillion, approximately 10%, in the firstsecond quarter of 2026 compared to the same period in 2025.
Factors contributing to the decreaseincrease included:
•a $19.7 million decline in Logistics segment revenues (excluding fuel surcharge) driven by decreased brokerage volume; and
•a $6.9 million decrease in Intermodal revenues (excluding fuel surcharge) due to lower revenue per order, reflecting shorter length of haul;
These decreases were partially offset by:
•ana $11.9$101.9 million increase in fuel surcharge revenues relateddue to higher fuel prices in 2026;
•a $4.3$36.5 million increase in TruckloadLogistics segment revenues (excluding fuel surcharge), driven by higherincreased revenue per truckorder perin weekour withinbrokerage Network.business; and
•a $5.4 million increase in Truckload segment revenues (excluding fuel surcharge), primarily due to higher Network rates and productivity.
These increases were partially offset by:
•a $3.1 million decrease in Intermodal revenues (excluding fuel surcharge) due to lower revenue per order, reflecting shorter length of haul.
Enterprise revenues (excluding fuel surcharge) decreasedincreased $15.2$46.3 million, approximately 4%, for the same reasons discussed above, excluding fuel surcharge revenue.
Enterprise income from operations decreasedincreased $8.7$16.4 million, approximately 21%,30%, in the firstsecond quarter of 2026 compared to the same period in 2025. The decreaseincrease was primarily attributable to lowerincreased Network rates and productivity, higher Logistics brokerage volume,net reduced Intermodal raterevenue per mile,order, fuel surcharge recovery, and highercost-reduction maintenance costs.actions. These impacts were partially offset by lowerincreased purchased transportation and salariescosts and wagesproperty resulting from costs-containment actions, improved Network productivity, and higher Network rate per billed mile and Dedicated rate per total mile.rents.
Adjusted income from operations decreasedincreased $9.1$16.4 million, approximately 21%.29%.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) increasedimproved on both a GAAP and adjusted basis when compared to the firstsecond quarter of 2025, for the same reasons listed above.
•Purchased transportation decreasedincreased $7.8$74.9 million, or 2%,15%, driven by lowerhigher third-party carrier costs within Logistics associated with increased revenue per order, higher purchased transportation expense within LogisticsIntermodal due to reducedhigher volume,fuel partiallyrates, offset byand higher owner-operator purchased transportation costsexpense within Truckload associatedresulting withfrom increased Network price.pricing.
•Salaries, wages, and benefits decreasedincreased $4.7$3.1 million, or 1%, primarilyas duehigher toincentive reducedcompensation was largely offset by lower salaries and wages resulting from headcountlower actions, partially offset by higher workers’ compensation and benefit costs.headcount.
•Depreciation and amortization decreased $2.7$2.8 million, or 2%, mainly due to lower trailerequipment countcounts and internallower useamortization softwareof amortization.internal-use software.
•Operating supplies and expenses—net increased $12.7$5.3 million, or 7%,3%, largelyprimarily resultingdue fromto increased tolls, lumper, software, and maintenance expenses, partially offset by higher software costs, and lower gains on salesales of equipment.
•Insurance and related expenses decreased $1.2$2.0 million, or 3%,5%, driven by alower decreasepremiums inand claims severity, partially offset by increased premiums.activity.
•Other general expenses decreased $3.7$2.3 million, or 11%,7%, primarily reflecting lowerreduced professional service expensescosts resultingas froma result of cost-containment actions.
Total other expenses decreased $1.1$1.8 million in the firstsecond quarter of 20262026, compared to the same period in 20252025, mainly due to a $1.7 million decrease in interest expense of $0.8 million.expense.
Our provision for income taxes decreasedincreased $1.9$4.5 million, or 22%,39%, in the firstsecond quarter of 20262026, compared to the same period in 2025, primarily due to lowerhigher taxable income. The effective income tax rate was 25.0%24.2% and 24.1% for both the three months ended MarchJune 31,30, 2026 and 2025.2025, respectively. Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change.
The following table presents our Truckload segment KPIs for the periods indicated and isindicated, consistent with how revenues and expenses are reported internally for segment purposes. Our Truckload segment is comprised of two operating units:
(5)Revenues (excluding fuel surcharge), in millions, include revenue in transit at the operating segment level and,; therefore, amounts presented above do not sum to total.
Truckload revenues (excluding fuel surcharge) increased $4.3$5.4 million, approximately 1%, in the firstsecond quarter of 20262026, compared to the same period in 2025, driven by a 3% increase in Network billed miles and higher ratesrate per billed mile and increased billed miles in NetworkNetwork, andas well as a higher rate per total mile in Dedicated, partially offset by lower Dedicated volume.
Truckload income from operations decreasedincreased $4.9$11.3 million, approximately 20%,28%, in the firstsecond quarter of 20262026, compared to the same period in 2025, primarily due to higherimproved maintenanceNetwork price and productivity, fuel costs,surcharge asrecovery, welland asimproved equipment utilization, which contributed to lower depreciation expense, and higher gains on salesales of equipment. These favorable impacts were partially offset by improvedincreased Networkowner-operator productivitypurchased transportation expense and price.maintenance costs.
Intermodal revenues (excluding fuel surcharge) decreased $6.9$3.1 million, approximately 3%,1%, in the firstsecond quarter of 2026 compared to the same period in 20252025. The decrease was primarily dueattributable to a 4%2% decline in revenue per order, reflecting a shorter average length of haul, partially offset by an increase inhigher volume.
Intermodal income from operations decreasedincreased $2.9$2.3 million, approximately 21%,14%, in the firstsecond quarter of 20262026, compared to the same period in 2025, primarily driven by lowerimproved revenuefuel persurcharge orderrecovery, volume growth, and higherincreased maintenancegains costs.on sales of equipment. These impactsbenefits were partially offset by volumeincreased growthpurchased transportation expense, resulting from increased fuel costs, and reducedlower purchasedrevenue transportation,per salaries and wages related to headcount actions, and equipment costs.order.
Logistics revenues (excluding fuel surcharge) decreasedincreased $19.7$36.5 million, approximately 6%,11%, in the firstsecond quarter of 20262026, compared to the same period in 2025, primarily due to loweran volumeincrease withinin ourrevenue brokerageper business,order, partially offset by higherlower revenuebrokerage per order.volume.
Logistics income from operations decreasedincreased $1.6$4.2 million, approximately 20%,53%, in the firstsecond quarter of 20262026, compared to the same period in 2025, driven by lower volume within brokerage. This decrease was partially offset by increasedhigher net revenue per order and lowercost salariesreduction actions, partially offset by increased purchased transportation expense and wages,lower primarilybrokerage reflecting headcount actions.volume.
Other loss from operations in the firstsecond quarter of 2026 was comparable to the same period in 2025.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
Enterprise Results Summary
Enterprise net income increased $8.0 million, approximately 13%, in the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a $7.7 million increase in income from operations and a $2.9 million favorable change in total other expenses—net, driven by a $2.5 million decrease in interest expense. These favorable impacts were partially offset by a $2.6 million increase in the provision for income taxes.
Adjusted net income increased $7.6 million, approximately 12%, for the same reasons discussed above.
Components of Enterprise Net Income
Enterprise Revenues
Enterprise operating revenues increased $144.9 million, approximately 5%, in the six months ended June 30, 2026 compared to the same period in 2025.
Factors contributing to the increase included:
•a $113.8 million increase in fuel surcharge revenues due to higher fuel prices;
•a $16.8 million increase in Logistics segment revenues (excluding fuel surcharge), resulting from increased revenue per order within the brokerage business; and
•a $9.7 million increase in Truckload segment revenues (excluding fuel surcharge), driven by higher Network rates and productivity.
These increases were partially offset by:
•a $10.0 million decrease in Intermodal segment revenues (excluding fuel surcharge), primarily due to decreased revenue per order.
Enterprise revenues (excluding fuel surcharge) increased $31.1 million, approximately 1%, for the same reasons discussed above, excluding fuel surcharge revenue.
Enterprise Income from Operations and Operating Ratio
Enterprise income from operations increased $7.7 million, approximately 8%, in the six months ended June 30, 2026, compared to the same period in 2025, primarily due to increased Network rates and productivity, higher net revenue per order within Logistics, fuel surcharge recovery, decreased depreciation and amortization primarily due to improved asset utilization, and cost containment actions. These factors were partially offset by increased purchased transportation costs and operating supplies and expenses.
Adjusted income from operations increased $7.3 million, approximately 7%.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) improved on both a GAAP and adjusted basis when compared to the same period in 2025.
Enterprise Operating Expenses
Key operating expense fluctuations year over year are described below.
•Purchased transportation costs increased $67.1 million, or 7%, primarily due to higher third-party carrier costs within Logistics consistent with increased revenue per order, increased purchased transportation costs within Intermodal resulting from higher fuel costs, and higher owner-operator purchased transportation costs within Truckload tied to improved network price.
•Salaries, wages, and benefits decreased $1.6 million, primarily due to lower office wages and driver pay resulting from reduced headcount, largely offset by higher incentive compensation and maintenance wages.
•Fuel and fuel taxes for company trucks increased $68.4 million, or 32%, driven by an increased cost per gallon. A significant portion of fuel costs are recovered through our fuel surcharge programs.
•Depreciation and amortization decreased $5.5 million, or 2%, mainly due to lower equipment counts and less amortization related to internal-use software.
•Operating supplies and expenses—net increased $18.0 million, or 5%, driven by tolls, software, maintenance, and lumper expenses, partially offset by increased gains on equipment sales.
SNDR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 5 filings (5 insiders, 7 trade dates, 118,161 shares, about $4.2M). Net open-market shares: -118,161 (purchases minus sales); net value about -$4.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-18 | Schneider Paul J. |
Gift | 3,000 | — | — |
| 2026-08-04 | Rourke Mark B. |
Option exercise | 24,000 | $20.96 | $503.0K |
| 2026-08-04 | Rourke Mark B. |
Open-market sale | 13,208 | $35.58 | $469.9K |
| 2026-08-04 | Rourke Mark B. |
Option exercise | 13,208 | $24.81 | $327.7K |
| 2026-08-04 | Rourke Mark B. |
Option exercise | 15,474 | $20.96 | $324.3K |
| 2026-08-04 | Rourke Mark B. |
Open-market sale | 15,474 | $35.98 | $556.8K |
| 2026-08-04 | Rourke Mark B. |
Open-market sale | 24,000 | $36.12 | $866.9K |
| 2026-08-03 | Rourke Mark B. |
Option exercise | 20,312 | $24.81 | $503.9K |
| 2026-08-03 | Rourke Mark B. |
Open-market sale | 20,312 | $35.18 | $714.6K |
| 2026-07-10 | Giertz James R |
Grant/award | 12 | $36.40 | $433 |
| 2026-07-01 | Filter James Scott |
Grant/award | 14,767 | — | — |
| 2026-06-24 | Schneider Paul J. |
Gift | 3,665 | — | — |
| 2026-06-10 | Jackson Thomas G |
Option exercise | 20,271 | $25.91 | $525.2K |
| 2026-06-10 | Jackson Thomas G |
Open-market sale | 20,271 | $37.15 | $753.1K |
| 2026-06-08 | Devgun Shaleen |
Open-market sale | 8,352 | $38.59 | $322.3K |
| 2026-06-08 | Devgun Shaleen |
Option exercise | 8,352 | $24.81 | $207.2K |
| 2026-05-27 | Deprey Mary P. |
Gift | 25,173 | — | — |
| 2026-05-06 | Dumas Magnin Shelly A |
Open-market sale | 2,425 | $30.90 | $74.9K |
| 2026-05-05 | Fish Angela M |
Option exercise | 8,478 | $25.91 | $219.7K |
| 2026-05-05 | Fish Angela M |
Open-market sale | 7,869 | $30.43 | $239.5K |
| 2026-05-04 | Fish Angela M |
Option exercise | 6,725 | $25.91 | $174.2K |
| 2026-05-04 | Fish Angela M |
Open-market sale | 6,250 | $30.01 | $187.6K |
| 2026-05-01 | Fish Angela M |
Grant/award | 636 | — | — |
| 2026-04-30 | Ramirez Austin M |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Welch James L |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Swainson John A |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Streich Julie K |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Schneider Paul J. |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Knight Robert M Jr |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Giertz James R |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Deprey Mary P. |
Grant/award | 5,468 | — | — |
| 2026-04-30 | Chopra Jyoti |
Grant/award | 5,468 | — | — |
Well-known investors holding SNDR (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 2,767,845 | $100.9M | 0.04% | Added 12% |
| Millennium Management (Israel Englander) | 2026-06-30 | 725,292 | $26.5M | 0.02% | Added 182% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 682,790 | $24.9M | 0.06% | Added 21% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 395,887 | $14.5M | 0.01% | Added 91% |
| D. E. Shaw & Co. | 2026-06-30 | 349,319 | $12.8M | 0.01% | New position |
| Two Sigma Investments | 2026-06-30 | 113,318 | $4.1M | 0.0% | Reduced 21% |
| Renaissance Technologies | 2026-06-30 | 86,700 | $3.2M | 0.0% | Reduced 44% |