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What changed in Schneider National, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Schneider National, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+249 added−283 removedSource: 10-K (2026-02-20) vs 10-K (2025-02-21)

Top changes in Schneider National, Inc.'s 2025 10-K

249 paragraphs added · 283 removed · 169 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWhile we compete with many smaller carriers on a regional basis, only a limited number of carriers represent competition in all markets across North America. Intermodal The domestic intermodal market is highly consolidated amongst three of the largest intermodal providers, including our Intermodal segment. Our Intermodal segment competes with intermodal providers and other transportation service companies, including truckload carriers.
Biggest changeIt is a highly competitive and fragmented industry, characterized by numerous small to mid-sized carriers. Our Truckload segment competes with thousands of dry van and specialty equipment carriers. While we compete with many smaller carriers on a regional basis, only a limited number of carriers represent competition in all markets across North America.
Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras. All tractor technology interfaces with the in-cab device and provides the driver and the driver’s leader with real-time performance data.
Our tractors are equipped with stability control and collision mitigation technology, lane departure warning, MirrorEye, and/or forward, side, and rear- and inward-facing cameras. All tractor technology interfaces with the in-cab device and provides the driver and the driver’s leader with real-time performance data.
Some of our driver pay packages include minimum guarantees while providing increasing pay by experience level and incentivizing for performance. Our non-driver pay varies by job, is market competitive, and includes short and long-term incentive programs that motivate associates and reward high performance.
Some of our driver pay packages include minimum guarantees while increasing pay by experience level and incentivizing for performance. Our non-driver pay varies by job, is market competitive, and includes short and long-term incentive programs that motivate associates and reward high performance.
Decision support tools improve our ability to, among other things, situationally coach drivers, minimize fuel costs, and maintain the fleet in the most cost-effective manner to maximize shareholder value. Schneider FreightPower® for carriers and shippers digitally connects the benefits of our integrated technology platform with the strength of our trailer network and carrier relationships to service our customers.
Decision support tools improve our ability to, among other things, situationally coach drivers, minimize fuel costs, and maintain the fleet in the most cost-effective manner to maximize shareholder value. Schneider FreightPower® for carriers, owner operators, and shippers digitally connects the benefits of our integrated technology platform with the strength of our trailer network and carrier relationships to service our customers.
We employ measures to improve retention which include offering drivers competitive salaries and benefits, establishing driver pay scales which provide for increasing pay by experience level and performance, offering both live and remote driver training by experienced driving instructors, and maintaining a modern truck fleet with the latest safety technology, all of which focus on improving the overall driver experience. • Non-driver Company associates – Our mechanics, warehouse personnel, managers, and other corporate office associates help to facilitate and coordinate service to customers, ensure equipment is operational and well-maintained, and generally support our operations.
We employ measures to improve retention which include offering drivers competitive salaries and benefits, establishing driver pay scales which provide for increasing pay by experience level and performance, offering driver training by experienced driving instructors, and maintaining a modern truck fleet with the latest safety technology, all of which focus on improving the overall driver experience. • Non-driver Company associates – Our mechanics, warehouse personnel, managers, and other corporate office associates help to facilitate and coordinate service to customers, ensure equipment is operational and well-maintained, and generally support our operations.
The “Investors” section of our website contains corporate governance guidelines, our code of ethics, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC. 7 Table of Contents
The “Investors” section of our website contains corporate governance guidelines, our code of ethics, Board committee charters, and other corporate policies. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC. 6 Table of Contents
Our CAT Program enables these candidates to earn their CDL in their first few weeks of training then continue training under the supervision of experienced driver trainers to strengthen and hone their driving skills. Inclusive Culture We believe an engaged and inclusive workforce fuels innovation, improves strategic thinking, and cultivates leadership.
Our CAT Program enables these candidates to earn their CDL in their first few weeks of training, then continue training under the supervision of experienced driver trainers to strengthen and refine their driving skills. Inclusive Culture We believe an engaged and inclusive workforce fuels innovation, improves strategic thinking, and cultivates leadership.
We categorize our operations into the following reportable segments: • Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, and flat-bed trailers across either dedicated or network configurations.
We categorize our operations into the following reportable segments: • Truckload – Over-the-road freight transportation via dry van, bulk, temperature-controlled, lightweight, and flat-bed trailers across dedicated or network configurations.
Finally, we are proud supporters of military veterans and continue to be recognized as a top military-friendly employer, as well as consecutively being recognized as a top company for women in transportation. Safety “Safety first and always” is a Schneider core value, and we believe we have a responsibility to our associates, customers, and the community to operate safely.
Finally, we are proud supporters of military veterans and continue to be recognized as a top military-friendly employer, as well as consecutively being recognized as a top company for women in transportation. Safety Safety is a Schneider core value, and we believe we have a responsibility to our associates, customers, and the community to operate safely.
We continue to expand our business capabilities by extending our foundational integrated technology platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers and customers.
We continue to expand our business capabilities by extending our foundational integrated technology platform, making advancements to our in-cab technology, and leveraging mobile applications to better connect with company drivers, owner operators, and customers.
Approximately 12% of our associates are based out of our headquarters in Green Bay, Wisconsin. We have not experienced any work stoppages and consider our associate relations to be good.
Approximately 11% of our associates are based out of our headquarters in Green Bay, Wisconsin. We have not experienced any work stoppages and consider our associate relations to be good.
Succession planning is regularly performed to help identify and develop a pipeline of talent in critical roles within our organization. We further our talent development through a comprehensive learning program that offers associates classroom, virtual, and web-based training options. Additionally, we routinely conduct market analyses to evaluate the competitiveness of our wages and benefits.
Succession planning is regularly performed to help identify and develop a pipeline of talent in critical roles within our organization. We further our talent development through a comprehensive learning program that offers associates classroom, virtual, and web-based training options. Additionally, we routinely analyze market data to evaluate the competitiveness of our wages and benefits.
Creating communities rooted in a culture of belonging is the ultimate goal of Schneider’s Business Resource Groups (BRGs). Our BRG’s are for associates who share identity, life experience, or common purpose, and who come together to fulfill both individual and group goals that tie directly to business strategies and objectives.
Creating communities rooted in a culture of belonging is the ultimate goal of BRGs. Our BRGs are for associates who share identity, life experience, or common purpose, and who come together to fulfill both individual and group goals that tie directly to business strategies and objectives.
For areas of the country where truck driver jobs are in demand and demographics don’t support many qualified drivers, we have established CAT for candidates with no previous truck driving experience.
For areas of the country where truck driver jobs are in demand and demographics don’t support many qualified drivers, we have established CAT for 3 Table of Contents candidates with no previous truck driving experience.
Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching. We also employ electronic logging to improve HOS compliance and reduce fatigue occurrences. 4 Table of Contents • Active management – Driver leaders and safety coordinators have real-time access to activity in the truck, facilitating situational and scheduled coaching.
Driving behavior is electronically monitored, alerts are provided to the driver situationally, and performance is documented for subsequent coaching. We also employ electronic logging to improve HOS compliance and reduce fatigue occurrences. • Active management – Driver leaders and safety coordinators have near real-time access to activity in the truck, facilitating situational and scheduled coaching.
Our Power Only business has been using MLSI’s TMS since 2022, our Brokerage business began its migration at the end of 2024, and we are currently planning for the transition of our Dedicated business. Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity.
Our Power Only business has been using MLSI’s TMS since 2022, our Brokerage business began its migration at the end of 2024, and we are currently in the process of transitioning our Dedicated business. Our in-cab telematics platform delivers on-board technology through our private application store to enable communication, regulatory compliance, and driver productivity.
We continually analyze opportunities for capital investment and effective capital deployment to provide additional value for our customers and increase returns for our shareholders. Business Developments Acquisitions On December 2, 2024, the Company completed the acquisition of Cowan Systems, a privately held truckload carrier based in Baltimore, Maryland that offers customized delivery solutions for retail and food manufacturing customers.
We continually analyze opportunities for capital investment and effective capital deployment to provide additional value to our customers and increase shareholder returns. 1 Table of Contents Business Developments Acquisitions On December 2, 2024, the Company completed the acquisition of Cowan, a privately held truckload carrier based in Baltimore, Maryland that offers customized delivery solutions for retail and food and beverage manufacturing customers.
As we strive to offer best-in-class service to our customers, we focus on hiring top talent and providing them with opportunities for development and growth within their roles and throughout the organization. We utilize a performance management system that incorporates goals and development plans that are assessed semiannually to better position associates for future career growth.
As we strive to offer best-in-class service to our customers, we focus on hiring talented individuals and providing them with opportunities for development and growth throughout the organization. We utilize a performance management system that incorporates goals and development plans that are assessed semiannually to better position associates for future career growth.
We operate company-sponsored driver training facilities and have invested in simulators for both initial and sustainment training. • Equipment and technology – We invest in trucks that are configured with roll stability, collision mitigation, lane departure warning, MirrorEye, and/or forward, side, and rear-facing cameras.
We operate company-sponsored driver training facilities and have invested in simulators for both initial and sustainment training. • Equipment and technology – We invest in trucks configured with roll stability, collision mitigation, lane departure warnings, MirrorEye, and/or forward-, side-, and rear-facing cameras. Driver-facing cameras are being installed in our Company trucks.
References to “Notes” are to the notes to consolidated financial statements included in this Annual Report on Form 10-K. Company Overview Schneider National, Inc. and its subsidiaries (together “Schneider,” the “Company,” “we,” “us,” or “our”) are among the largest providers of multimodal surface transportation and logistics solutions in North America.
References to “Notes” are to the notes to consolidated financial statements included in this Annual Report on Form 10-K. Company Overview Schneider National, Inc. and its subsidiaries (collectively “Schneider,” the “Company,” “we,” “us,” or “our”) are among North America’s leading providers of multimodal transportation and logistics solutions.
We have invested in predictive analytics that assist in proactively identifying drivers with potential safety issues and recommending remediation paths. Truckload carriers share safety performance information in monitored peer-to-peer forums. We have always maintained a satisfactory DOT safety rating, which is the highest available rating.
We have invested in predictive analytics that assist in proactively identifying drivers with potential safety issues and recommending remediation paths. Truckload carriers share safety performance information in monitored peer-to-peer forums. We have always maintained a satisfactory DOT safety rating, which is the highest available rating. Owner-Operators In addition to the company drivers we employ, we enter into contracts with owner-operators.
Cowan Systems provides mainly dedicated and logistics services that complement our operations. The operating results of Cowan Systems are reported in our Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning on the closing date of the acquisition.
Cowan provides mainly dedicated and logistics services that complement our operations. The operating results of Cowan are reported in our Dedicated and Logistics operations as part of our Truckload and Logistics segments beginning in the fourth quarter of 2024.
Customers During the year ended December 31, 2024, we offered our services to approximately 7,850 customers across our portfolio (excluding customers from our recent Cowan Systems acquisition), including 134 Fortune 500 companies, and 22 of our top 25 customers used services from all three of our reportable segments.
Customers During the year ended December 31, 2025, we offered our services to approximately 7,400 customers across our portfolio, including 136 Fortune 500 companies, and 22 of our top 25 customers used services from all three of our reportable segments.
As an additional measure, we leverage fuel consumption metrics in evaluating drivers’ performance, and drivers utilize a fuel optimizer program where they purchase fuel at the most cost-effective locations based on distance to empty and fuel purchase commitments.
As an additional measure, we leverage fuel consumption metrics when evaluating drivers’ performance, and drivers utilize a fuel optimizer program that guides them to purchase fuel at the most cost-effective locations based on efficient routing and fuel purchase commitments.
Technology Our business is executed through an integrated technology platform that encompasses an end-to-end process design focused on information accessibility and connectivity across our value chain. Our platform enables an integrated approach to cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.
Our platform enables an integrated approach to order-to-cash processing including load/order acceptance based on driver and network optimization, vehicle dispatch, continuous quote monitoring, and visibility to loads from pick-up to delivery and customer collection.
The operating results of M&M are reported in Dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, Acquisitions, for additional details on our acquisitions of Cowan Systems and M&M.
The operating results of M&M are reported in Dedicated operations as part of our Truckload segment beginning in the third quarter of 2023. Refer to Note 2, Acquisitions, for additional details on acquisitions of Cowan and M&M. Industry and Competition Truckload The trucking industry plays a crucial role in sustaining economic growth and facilitating U.S. trade and commerce.
Our diversified revenue mix and customer base allow for revenue and yield management stability throughout the year, despite the fact that many of our customers are affected by seasonal fluctuations. 2 Table of Contents Transportation Equipment Our company-owned transportation equipment fleet was comprised of the following as of December 31, 2024: Transportation Equipment Type Approximate Number of Units Over-the-road sleeper cab tractors 8,000 Day cab tractors 4,100 Other tractors (yard tractors, straight trucks, and training tractors) 400 Trailers 54,400 Containers 27,000 Chassis 23,900 Human Capital Management Schneider is committed to promoting an inclusive culture that values and respects the varied talents and perspectives of our associates.
Transportation Equipment Our company-owned transportation equipment fleet consisted of the following as of December 31, 2025: Transportation Equipment Type Approximate Number of Units Over-the-road sleeper cab tractors 7,800 Day cab tractors 4,100 Other tractors (yard tractors, straight trucks, and training tractors) 500 Trailers 52,000 Containers 26,800 Chassis 23,900 2 Table of Contents Human Capital Management Schneider is committed to promoting an inclusive culture that values and respects the varied talents and perspectives of our associates.
Associate Recruitment, Development, and Retention • Company drivers – Our drivers play an essential role in the ability to serve our customers, and we remain focused on making our driver experience the best in the industry.
Where consistent with our operational needs, we offer a variety of flexible working arrangements to associates, including remote and blended work configurations. Associate Recruitment, Development, and Retention • Company drivers – Our drivers play an essential role in the ability to serve our customers, and we remain focused on making our driver experience the best in the industry.
Currently, five of our company drivers are members of an organized labor union, as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members. None of our other associates are represented by a labor union.
Currently, four of our company drivers are members of an organized labor union as a result of a commitment we made in the 1980s to allow this group of drivers to finish their careers at Schneider while remaining union members. We have a highly engaged workforce deployed over a diverse set of positions across our segments, geographies, and businesses.
We recognize the advantage of hiring and retaining associates who contribute to the creation of value for our shareholders. Associates and Workforce As of December 31, 2024, we employed approximately 19,400 associates, 69% of whom are drivers, with the remaining 31% consisting of mechanics and warehouse personnel, managers, and other corporate office associates.
We recognize the importance of hiring and retaining associates who are skilled, motivated, and aligned with our values and strategic objectives. Associates and Workforce As of December 31, 2025, we employed approximately 19,000 associates, 70% of whom are drivers, with the remaining 30% consisting of mechanics and warehouse personnel, managers, and other corporate office associates.
We believe that we are in material compliance with applicable environmental laws relating to fuel storage. In response to fluctuations in fuel prices, we use surcharge programs to adjust fuel costs charged to our customers.
In response to fluctuations in fuel prices, we use surcharge programs to adjust fuel costs charged to our customers.
Our Logistics segment manages over 20,700 qualified carrier relationships and managed approximately $2.4 billion of third-party freight in 2024. Our revenue is derived from a diverse customer base across a broad end-market footprint, encompassing numerous industries including consumer products, retail, auto, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.
Within our Logistics segment, our brokerage business managed over 14,000 qualified carrier relationships and our supply chain management business managed approximately $2.2 billion of third-party freight in 2025. Our revenue comes from a broad customer base spanning multiple end markets, including consumer products, retail, automotive, chemicals, electronics and appliances, e-commerce, home improvement, and food and beverage.
Fuel We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies . In 2024, we made 99% of our fuel purchases through negotiated volume purchase discounts. We store fuel in underground storage tanks at five locations and in above-ground storage tanks at ten locations.
In 2025, we made 99% of our fuel purchases through negotiated volume purchase discounts. We store fuel in underground storage tanks at five locations and in above-ground storage tanks at ten locations. We believe that we are in material compliance with applicable environmental laws relating to fuel storage.
We were founded in 1935 and have been a publicly held holding company since our IPO in 2017. Our stock is publicly traded on the NYSE under the ticker symbol “SNDR.” Schneider was added to the S&P SmallCap 600 Index in July 2024.
Founded in 1935 and publicly traded on the NYSE under the ticker symbol “SNDR,” Schneider continues to drive industry leadership through scale, innovation, and operational excellence. In July 2024, we were added to the S&P SmallCap 600 Index.
In addition, we provide comprehensive logistics services with a network of over 20,700 qualified third-party carriers. We are able to expand capacity through our Power Only offering by leveraging our nationwide trailer pool to match customer demand with third-party carriers.
Additionally, we provide comprehensive logistics services through a network of over 14,000 qualified third-party carriers and our Power Only offering, leveraging a nationwide trailer pool to match customer demand. Our logistics services also offer warehousing, distribution, and transloading services to optimize and build resiliency in customer supply chains.
We are also subject to various environmental laws and regulations dealing with, among other aspects of our operations, the handling of hazardous materials, underground fuel storage tanks at our terminals, emissions from our vehicles and facilities, engine idling, and discharge and retention of storm water.
We are subject to environmental laws and regulations addressing, among other things, the handling and transportation of hazardous materials, underground fuel storage tanks, vehicle and facility emissions, engine idling, and stormwater management.
We are currently exploring alternative fuel vehicles, including hydrogen vehicles, and have nearly 100 BEVs in our fleet which replaced existing diesel trucks and helped reduce our diesel fuel usage. 5 Table of Contents Regulation Our operations as a for-hire motor carrier are regulated and licensed by various federal, state, and local government agencies in North America, including the U.S.
These enhancements have contributed to both emissions reductions and improved fuel efficiency. As of December 31, 2025, our fleet includes nearly 100 BEVs and 30 CNG vehicles, which replaced existing diesel trucks and contributed to reductions in overall diesel fuel consumption. Regulation Our operations as a for-hire motor carrier are regulated by federal, state, local, and foreign government agencies.
Owner-Operators In addition to the company drivers we employ, we enter into contracts with independent contractors who work as “owner-operators.” Owner-operators are small business owners who own and maintain their own trucks, may employ drivers they hire, and provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses.
Owner-operators are independent, self-employed contractors who own or lease their own trucks and manage their own trucking business. They provide us with services under a contractual arrangement whereby they are generally responsible for the costs of truck ownership and operating expenses. Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis.
Our strategy is based 1 Table of Contents on delivering superior experiences to our customers utilizing an integrated, multimodal approach to provide capacity-oriented solutions centered on delivering customer value and industry-leading service. We believe our operating strategy adds value to customers, fuels our earnings, and generates shareholder returns.
Our strategy focuses on delivering high-quality customer experiences through integrated, multimodal transportation solutions that provide capacity-oriented services designed to enhance customer value and reliability. We believe our operating strategy adds value to customers, drives our business performance, provides competitive advantage, and generates shareholder returns.
In recent years, we invested in our existing diesel fleet to improve truck aerodynamics, reduce trailer drag, and implement electric-powered heating, ventilating, and air conditioning systems, which translates to emissions reductions and fuel savings.
We continue to pursue opportunities to reduce CO 2 emissions across our operations, including initiatives to increase the fuel efficiency of our existing fleet, explore alternative fuel vehicles, and deploy BEVs. In recent years, we have invested in aerodynamic enhancements to our diesel tractors, employed measures to reduce trailer drag, and implemented electric-powered heating, ventilating, and air conditioning systems.
We offer a scaled portfolio of services and an array of capabilities and resources that leverage artificial intelligence, data science, and analytics to provide innovative solutions that coordinate the timely, safe, and efficient movement of customer products. The Company offers truckload, intermodal, and logistics services to a diverse customer base throughout the continental U.S., Canada, and Mexico.
Our comprehensive and diverse portfolio spans truckload, intermodal, and logistics services, delivering flexible options to meet the needs of a broad customer base across the U.S., Canada, and Mexico. Leveraging advanced technologies, including agentic AI, data science, and predictive analytics, we create innovative, data-driven solutions designed to ensure the safe, efficient, and timely movement of goods.
DOT, FMCSA, U.S. DHS, NHTSA, EPA, and OSHA. These regulatory authorities have broad powers over matters relating to authorized motor carrier operations, as well as motor carrier registration, safety and fitness of transportation equipment and drivers, transportation of hazardous materials, certain mergers and acquisitions, and periodic financial reporting.
In the U.S., these authorities include the U.S. DOT, FMCSA, U.S. DHS, NHTSA, EPA, and OSHA. These agencies regulate various aspects of motor carrier operations, including carrier registration and operating authority; safety and fitness of drivers and equipment; HOS requirements; drug and alcohol testing; transportation of hazardous materials; cargo security; and other safety‑related and administrative matters.
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Our portfolio of complementary service offerings enables us to serve the diverse needs of our customers and to allocate capital in a manner that seeks to maximize returns across all market cycles and economic conditions.
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Our portfolio of complementary services allows us to address a broad range of customer needs and allocate capital in a manner designed to generate consistent returns across market cycles. We provide full-truckload transportation using company-owned equipment and company-employed drivers, independent owner-operators, and contracted third-party carriers.
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Our service offerings include transportation of full-truckload freight, which we directly transport utilizing our company-owned transportation equipment and company drivers, owner-operators, or third-party carriers under contract with us. We have arrangements with most of the major North American rail carriers to transport freight in containers.
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Our dedicated services deliver customized freight solutions under long-term contracts, including specialized equipment, multiple pickups and deliveries, local distribution, and freight network optimization. We also offer intermodal services through agreements with most major Class I railroads.
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We also provide customized freight movement, transportation equipment, labor, systems, and delivery services tailored to meet individual customer requirements, which typically involve long-term contracts. These arrangements are generally referred to as dedicated services and may include multiple pickups and drops, local deliveries, freight handling, specialized equipment, and freight network optimization.
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Intermodal The domestic intermodal market is highly consolidated among three intermodal providers, including our Intermodal segment. Our Intermodal segment competes with intermodal service providers and other transportation service companies, including truckload carriers. We have agreements with most of the precision-scheduled Class I railroads, which support our company-owned drayage model and enhance service reliability for our customers.
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Industry and Competition Truckload The trucking industry plays a vital role in providing both growth and stability in the U.S. economy and moves the vast majority of freight volume in the U.S. It is a highly competitive and fragmented industry, characterized by numerous small to mid-sized carriers.
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Logistics The logistics industry is a large, fast-growing, and highly fragmented market that represents an integral component of the broader economy. Logistics providers plan, implement, and manage the movement and storage of goods, generally using the transportation and warehousing assets owned by third parties. Our Logistics segment competes with other logistics providers, brokerage businesses, and truckload carriers.
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Increased regulations and initiatives to improve the safety and reduce emissions of the U.S. trucking industry have impacted industry dynamics in recent years and are discussed in the Regulation section below. Our Truckload segment competes with thousands of dry van and specialty equipment carriers.
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This diversification provides stability in revenue and yield management throughout the year, even though many of our customers experience seasonal fluctuations.
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We have agreements with three precision-scheduled Class I railroad providers, which augments our company dray differentiation in the market and allows for increased freight reliability. Logistics The logistics industry is a large, fast-growing, and fragmented market representing an integral part of the economy. Logistics plans, implements, and controls the movement and storage of goods, generally using the assets of others.
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Associate Engagement We promote associate engagement across our organization by conducting annual surveys to assess satisfaction and gather ideas for improvement. Insights from these surveys guide programs that strengthen associates’ connection to the Company, which we believe drives greater innovation, productivity, and profitability.
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Our Logistics segment competes with other logistics companies, brokerage businesses, and truckload carriers.
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They may operate under their own motor carrier authority or under the authority of a large carrier with whom they have contracted. Owner-operators tend to be experienced drivers and represented approximately 13% of driver capacity as of December 31, 2025. Environmental, Social, and Governance We seek to operate responsibly and reduce the environmental impact of our industry.
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We have a highly engaged workforce deployed over a diverse set of positions across our segments, geographies, and businesses. Where consistent with our operational needs, we offer a variety of flexible working arrangements to associates, including remote and blended work configurations.
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Our strategy centers on maintaining a modern, fuel-efficient fleet; expanding lower carbon transportation options such as Intermodal; piloting emerging energy technologies; and improving energy efficiency across our facilities. Since 2019, we have reduced CO₂ emissions by nearly 8.0% per mile through fleet efficiency improvements and alternative energy initiatives.
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Associate Engagement We promote associate engagement throughout our organization. We conduct biennial associate surveys to measure associate satisfaction and garner ideas to improve workforce engagement.
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We operate one of the largest BEV fleets in North America, with nearly 100 Class 8 BEVs deployed. Our BEV fleet surpassed 10 million zero emission miles. 4 Table of Contents We added new charging infrastructure and expanded electric yard operations into Texas.
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Survey results are used to implement programs that will enhance associate connectivity with the Company which is believed to lead to increased innovation, productivity, and profitability. 3 Table of Contents In 2023, we opened The Grove, a state-of-the-art innovation center located on the campus of our headquarters which is a curated, collaborative workspace for associates and customers aimed at driving innovation in transportation and logistics with a focus on technology.
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All non-BEV tractors operate on a biodiesel blend, and we continue to evaluate additional low carbon solutions including CNG and RNG. One of our subsidiaries, MLS, expanded its alternative fuel capabilities by adding more than 20 CNG tractors to its fleet.
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Owner-operators select their own load assignments, have control over their schedule, and are compensated on a per load basis. Owner-operators tend to be experienced drivers and represented approximately 10% of driver capacity as of December 31, 2024.
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Across our operations, we continue to enhance energy use tracking at company-owned facilities to drive long-term efficiency improvements, including upgrading lighting and expanding recycling programs for tires, batteries, and motor oil. We remain an EPA SmartWay® Transport Partner and a recent SmartWay Excellence Award recipient, recognized for leadership in sustainable freight operations.
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Environmental, Social, and Governance We seek to do business responsibly and embrace that we have a role to play in the betterment of society. At Schneider, we define sustainability broadly as safe and responsible practices that strengthen the economy and create a safer world.
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We support customers in reducing transportation related Scope 3 emissions by providing emissions insights and lower carbon service options. We also promote associate engagement in sustainability through our GREEN BRG. Fuel We actively manage our fuel purchasing network in an effort to maintain adequate fuel supplies .
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We seek to accomplish this by maintaining a modern fleet to maximize fuel and energy efficiency, leveraging our intermodal service to convert loads from truck to rail, consolidating freight whenever possible, and continuing to introduce technologies to coordinate the movement of products timely, safely, and efficiently.
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Our driver associates and owner‑operators are required to comply with applicable federal and state requirements governing driver qualifications, operating methods, and equipment standards. Our cross‑border operations in Canada and Mexico are also subject to applicable regulatory requirements in those jurisdictions.
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Additionally, we continue to evaluate alternative fuel vehicles, and our efforts to improve overall fleet fuel efficiency and reduce GHG emissions are ongoing.
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We are also potentially subject to various federal and state regulations which have been either proposed or adopted to reduce GHG, improve air quality and fuel efficiency, and encourage the adoption of ZEVs. These include regulations adopted by the CARB which established emissions requirements applicable to certain long‑haul vehicles operating in California and the Advanced Clean Trucks regulation.
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We have deployed nearly 100 Class 8 BEVs in our Intermodal fleet to further the Company’s efforts to make our fleet more efficient and reduce emissions and are focused on improving sustainability at our operating facilities including upgrading to high-efficiency lighting and enhancing existing programs for recycling motor oil, tires, and batteries.
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Similar regulatory frameworks have been adopted by other states. Many of these regulations or legislation are currently the subject of legal challenges or are not being advanced under the Trump administration.
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We are an EPA SmartWay® Transport Partner and are proud to be one of only four freight carriers to receive the EPA’s SmartWay® Award of Excellence each year since the award was created. In 2024, all three of our reportable segments achieved the highest SmartWay® performance ranking.
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The Class 8 trucks included in our fleet are classified as heavy-duty vehicles and, therefore, subject to various federal and state regulations applicable to GHG and particulate emissions from heavy-duty vehicles. In 2024, the EPA finalized GHG standards for the manufacture, sale, or importation of heavy-duty trucks.
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We are the only company to receive all three of the National Safety Council’s Green Cross for Safety Award for Safety Advocacy, Excellence, and Innovation. We established GREEN, an internal BRG, which focuses on educating associates on how to enhance sustainability and improve the environmental health of communities where we operate.
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At the time, these standards were expected to drive the production of trucks fueled by electricity and hydrogen and significantly reduce GHG emissions for heavy-duty trucks and certain other vehicle classes.
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Finally, we opened The Grove on our main Green Bay, WI campus in 2023. This state-of-the-art facility leverages both geothermal and solar energy to maximize resource efficiency. The interior of The Grove contains furniture made of post-industrial materials as part of our commitment to sustainability.
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In February 2026, the EPA issued a final rule that eliminated a key finding regarding the harmful effects of GHGs and repealed federal GHG emission standards for light- and heavy-duty vehicles and engines, including Class 8 trucks, for model years 2012 through 2027. The recent final rule removes most federal GHG emission standards requirements for heavy-duty vehicles and engines.
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We seek to find ways to reduce our CO 2 emissions including increasing the fuel efficiency of our current fleet, exploring alternative fuel vehicles, and deploying BEVs.
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Despite this federal rollback of regulation of GHG emissions, federal regulation of 5 Table of Contents outdoor air criteria pollutant regulations remains in place. Specifically, we and truck OEMs of heavy-duty vehicles remain subject to the EPA’s criteria pollutant regulations, including criteria pollutant regulations for NOx diesel emissions.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+19 added−29 removed142 unchanged
Biggest changeAlthough 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.
Biggest changeThe 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.
These provisions include, among others: • a dual class common stock structure, which provides the Voting Trust the ability to control the outcome of matters requiring shareholder approval, even if the Voting Trust beneficially owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock; • a requirement that certain transactions be conditioned upon approval by 60% of the voting power of our capital stock, including any transaction which results in the Schneider family holding less than 40% of the voting power of our capital stock, a sale of substantially all of our assets, and a dissolution; • no provision for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; 14 Table of Contents • the inability of shareholders to call a special meeting except when the holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand; • advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at shareholder meetings; • the ability of our directors, without a stockholder vote, to fill vacancies on our Board (including those resulting from an enlargement of the Board); • the requirement that both 75% of the directors constituting the full Board and stockholders holding at least 80% of our voting stock are required to amend certain provisions in our certificate of incorporation and our by-laws; and • the right of our Board to issue preferred stock without stockholder approval.
These provisions include, among others: • a dual class common stock structure, which provides the Voting Trust the ability to control the outcome of matters requiring shareholder approval, even if the Voting Trust beneficially owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock; • a requirement that certain transactions be conditioned upon approval by 60% of the voting power of our capital stock, including any transaction which results in the Schneider family holding less than 40% of the voting power of our capital stock, a sale of substantially all of our assets, and a dissolution; 13 Table of Contents • no provision for cumulative voting in the election of directors, which would otherwise allow holders of less than a majority of stock to elect some directors; • the inability of shareholders to call a special meeting except when the holders of at least ten percent of all votes entitled to be cast on the proposed issue submit a written demand; • advance notice procedures for the nomination of candidates for election as directors or for proposing matters that can be acted upon at shareholder meetings; • the ability of our directors, without a stockholder vote, to fill vacancies on our Board (including those resulting from an enlargement of the Board); • the requirement that both 75% of the directors constituting the full Board and stockholders holding at least 80% of our voting stock are required to amend certain provisions in our certificate of incorporation and our by-laws; and • the right of our Board to issue preferred stock without stockholder approval.
Significant challenges remain with respect to the economic feasibility of 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.
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.
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.
If 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.
These provisions are not intended to make us immune from 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. We may change our dividend policy at any time.
These provisions are not intended to make us immune to 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. We may change our dividend policy at any time.
An increase in the costs to purchase, lease, or maintain tractor equipment or in purchased transportation cost 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.
An increase in the costs to purchase, lease, or maintain tractor equipment or in purchased transportation costs 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.
Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of the 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.
Like other companies in the transportation industry, we have identified, and expect to continue to identify, attempted cyberattacks and cybersecurity incidents, but none of those attempted 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.
Various federal and state regulatory authorities, as well as independent contractors themselves, have asserted that independent contractor drivers in the trucking industry, such as those operating under our “owner-operator choice model”, are employees rather than independent contractors for a variety of purposes, including income tax withholding, workers’ compensation, wage and hour compensation, unemployment, and other 15 Table of Contents issues.
Various federal and state regulatory authorities, as well as independent contractors themselves, have asserted that independent contractor drivers in the trucking industry, such as those operating under our “owner-operator choice model”, are employees rather than independent contractors for a variety of purposes, including income tax withholding, workers’ compensation, wage and hour compensation, unemployment, and other 14 Table of Contents issues.
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.
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 disclosures.
Some of our customers have used or expanded their own private fleets rather than outsource 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.
Some of our customers have used or expanded their own private fleets rather than outsourcing 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.
An adverse decision in such legal proceedings in an amount that materially exceeds our reserves or federal or state legislation in this area which render the owner-operator model either impractical or extinct thereby curtailing our revenue opportunities could have an adverse effect on our results of operations and profitability.
An adverse decision in such legal proceedings, in an amount that materially exceeds our reserves, or federal or state legislation in this area which renders the owner-operator model either impractical or extinct, thereby curtailing our revenue opportunities, could have an adverse effect on our results of operations and profitability.
Any such cost increase or event could adversely affect our results of operations or cash flows. 8 Table of Contents We operate in a highly competitive and fragmented industry that is characterized by intense price competition which could have a materially adverse effect on our results of operations.
Any such cost increase or event could adversely affect our results of operations or cash flows. 7 Table of Contents We operate in a highly competitive and fragmented industry that is characterized by intense price competition which could have a materially adverse effect on our results of operations.
Increases in diesel fuel prices, or a shortage or rationing of diesel fuel, could also materially and adversely affect our results of operations. During 2024, we did not enter into any derivative financial instruments that served to hedge or reduce our exposure to fuel price fluctuations.
Increases in diesel fuel prices, or a shortage or rationing of diesel fuel, could also materially and adversely affect our results of operations. During 2025, we did not enter into any derivative financial instruments that served to hedge or reduce our exposure to fuel price fluctuations.
First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of 13 Table of Contents certain Schneider family members.
First, in the case of any Major Transaction (as defined under our Amended and Restated Bylaws, including, most notably, a transaction resulting in more than 40% of the voting power of our common stock being held outside of the Schneider family), the independent directors of our Corporate Governance Committee must vote the shares of common Class A stock held in the Voting Trust as directed by the trustees of certain trusts which have been established for the benefit of certain Schneider family members.
We, and others, 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.
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.
Should demand for freight shipments weaken or our 12 Table of Contents 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.
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.
Our tax returns are subject to periodic reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.
Our tax returns are subject to periodic 11 Table of Contents reviews or audits by domestic and international authorities, and these audits may result in adjustments to our provision for taxes or allocations of income or deductions that result in tax assessments different from amounts that we have estimated.
The directors who are members of our Corporate Governance Committee and are not Schneider family members serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting Trust with two exceptions.
The directors who are members of our Corporate Governance Committee and are not Schneider family members serve as trustees of the Voting Trust, and in general, those directors have full power and discretion to vote the Class A shares included in the Voting 12 Table of Contents Trust with two exceptions.
Further, we may not be able to acquire any additional companies at all or on terms favorable to us, even though we may have incurred expenses in evaluating and pursuing strategic transactions. 11 Table of Contents Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Further, we may not be able to acquire any additional companies at all or on terms favorable to us, even though we may have incurred expenses in evaluating and pursuing strategic transactions. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.
Business , for additional details on recent climate-related regulation and laws that impact our operations. 16 Table of Contents Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
Business , for additional details on recent climate-related regulations and laws that impact our operations. 15 Table of Contents Our operations are subject to various environmental laws and regulations, the violation of which could result in substantial fines or penalties.
Risks Relating to Our Governance Structure 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.
Risks Relating to Our Governance Structure 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 corporate actions.
Under current DOL regulations, 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.
Under DOL 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.
Accordingly, our actual losses associated with insured claims may differ materially from our estimates and adversely affect our financial condition and results of operations in material amounts. 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.
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.
As of December 31, 2024, the balance of our goodwill, other intangible assets, internal use software, and long-lived assets was $3.4 billion, and the total market value of the Company’s outstanding shares was $5.1 billion.
As of December 31, 2025, the balance of our goodwill, other intangible assets, internal use software, and long-lived assets was $3.2 billion, and the total market value of the Company’s outstanding shares was $4.6 billion.
These and other factors may cause the market price and demand for our Class B common stock to fluctuate substantially. During 2024, the closing stock price of our Class B common stock ranged from a low of $20.65 per share to a high of $33.61 per share.
These and other factors may cause the market price and demand for our Class B common stock to fluctuate substantially. During 2025, the closing stock price of our Class B common stock ranged from a low of $20.25 per share to a high of $30.73 per share.
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 criteria and recently consummated several acquisitions in this regard.
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 criteria, and we have completed several such acquisitions in recent periods.
If our effective tax rates were to increase or if our tax liabilities exceed our estimates and provisions for such taxes, our financial results could be adversely affected. Insurance and claims expenses could significantly reduce our earnings.
If our effective tax rates were to increase or if our tax liabilities exceed our estimates and provisions for such taxes, our financial results could be adversely affected. 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.
Overall, we believe our relations with our associates are good; however, should a significant number of our associates opt to be represented by a labor union, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition, and liquidity. 9 Table of Contents Additionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results.
Overall, we believe our relations with our associates are good; however, should a significant number of our associates opt to be represented by a labor union, we could experience a significant disruption of, or inefficiencies in, our operations or incur higher labor costs, which could have a material adverse effect on our business, results of operations, financial condition, and liquidity.
We depend on third-party capacity providers, and issues of performance, availability, or pricing with these transportation providers could increase our operating costs, reduce our ability to offer intermodal and logistics services, and limit growth in our brokerage and logistics operations, which could adversely affect our revenue, results of operations, and customer relationships.
Our net income and cash flows, including our cash available for servicing our indebtedness, will correspondingly decrease. 10 Table of Contents We depend on third-party capacity providers, and issues of performance, availability, or pricing with these transportation providers could increase our operating costs, reduce our ability to offer intermodal and logistics services, and limit growth in our brokerage and logistics operations, which could adversely affect our revenue, results of operations, and customer relationships.
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.
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.
Our results of operations and financial condition 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, (3) our insurance carriers fail to pay on our insurance claims, or (4) we experience a claim for which coverage is not provided.
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.
The success of our businesses depends on our strong reputation and ability to maintain the Schneider brand value. Because the transportation and logistics services we offer are primarily marketed under the Schneider brand, the Schneider brand name is our most valuable sales and marketing tool.
Because the transportation and logistics services we offer are primarily marketed under the Schneider brand, the Schneider brand name is our most valuable sales and marketing tool.
Nevertheless, federal, state, and local governmental agencies continue to engage in efforts to support 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.
Nevertheless, federal, state, and local governmental agencies may pass or propose 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. At the state level, CARB is no longer seeking to enforce its ACF rule.
However, 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, courts in certain jurisdictions have issued decisions that could result in a greater likelihood that independent contractors will be judicially classified as employees.
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.
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.
While there is currently a contract in place between the Class I railroads and the unions representing rail workers, 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.
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.
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.
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 DOL under the incoming Trump administration recently requested a pause in oral arguments regarding the current Independent Contractor Rule which may indicate that the new administration may not defend the rule.
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 DOL, under the Trump administration, has announced that it will no longer apply the 2024 Independent Contractor Rule in determining classification of workers as employees or independent contractors.
The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations.
The short and long-term impacts of changes in legislation or regulations are difficult to predict and could materially and adversely affect our earnings and results of operations. On February 12, 2026, the EPA finalized a rule eliminating the 2009 GHG Endangerment Finding and federal emission standards for vehicles and engines.
General Risk Factors We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business.
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. General Risk Factors We rely significantly on our information technology systems, a disruption, failure, or security breach of which could have a material adverse effect on our business.
These responses could also expose us to legal risk or reputational harm and cause us to incur costs to defend legal and regulatory actions. Moreover, any labor disputes or work stoppages, whether or not such actions culminate in a successful unionization campaign, could disrupt our operations and have a material adverse effect on our financial results.
Moreover, any labor disputes or work stoppages, whether or not such actions culminate in a successful unionization campaign, could disrupt our operations and have a material adverse effect on our financial results. The success of our businesses depends on our strong reputation and ability to maintain the Schneider brand value.
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 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. 16 Table of Contents Our information technology systems may also be susceptible to interruptions or failures for a variety of reasons including software or hardware failure, user error, power outages, natural disasters, computer viruses, or other types of interruptions.
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.
We will continue to monitor and evaluate our compliance with applicable federal and state GHG regulations. Regulatory requirements and changes in regulatory requirements may affect our business by requiring changes in operating practices that could influence the demand for and increase the costs of providing transportation services.
As a result of these arrangements, the Voting Trust controls the outcome of major corporate transactions that require or may be accomplished by shareholder approval, and our Class B shareholders would be unable to affect the outcome of such transactions should any be proposed.
As a result of these arrangements, the Voting Trust controls the outcome of corporate actions 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.
Removed
While there is currently a contract in place between the Class I Railroads 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.
Added
Additionally, our responses to any union organizing efforts could negatively impact how our brand is perceived and have adverse effects on our business, including on our financial results. These responses could also expose us to legal risk or 8 Table of Contents reputational harm and cause us to incur costs to defend legal and regulatory actions.
Removed
Any strike or labor 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. 10 Table of Contents 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.
Added
Any strike or labor-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.
Removed
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.
Added
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.
Removed
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.
Added
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 9 Table of Contents significant operating inefficiencies.
Removed
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.
Added
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.
Removed
Our net income and cash flows, including our cash available for servicing our indebtedness, will correspondingly decrease.
Added
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.
Removed
We are also responsible for our legal expenses relating to such claims, which can be significant both on an aggregate and individual claim basis.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
In any of these cases, we would bear the loss for such amounts, in addition to our other self‑insured amounts.
Removed
In addition, we may assume additional risk within our captive insurance company that we may or may not reinsure.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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 .
Removed
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.
Added
For so long as the Voting Trust maintains control of us, our Class B shareholders will be unable to affect the outcome of proposed corporate actions, including any Major Transactions should any be proposed.
Removed
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.
Added
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 current administration’s position on determining classification for protections under the FLSA.
Removed
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.
Added
Notwithstanding this DOL’s announcement, the 2024 rule remains in effect unless and until the current administration takes steps to rescind or replace the 2024 rule through formal rule-making processes or the rule is overturned or curtailed by one of the ongoing lawsuits challenging its validity.
Removed
In 2024, the SEC adopted climate disclosure rules to enhance and standardize climate-related disclosures by public companies and in public offerings.
Added
Additionally, federal and state courts have interpreted, or may interpret, applicable law inconsistently, which could result in claims by certain owner operators that they have been misclassified by us as independent contractors under various federal or state regulations.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

16 edited+5 added−2 removed5 unchanged
Biggest changeSuch risks include, but are not limited to, those related to cyberattacks, network breaches, ransomware, malware or denial-of-service attacks, phishing and other scams, theft, and unauthorized disclosure, any of which, if successful, could result in the disclosure of confidential customer or commercial data, loss of valuable intellectual property, or systems disruption, and subject us to civil liability, fines, penalties, damage of our brand or reputation, or otherwise harm our business, any of which, could be material.
Biggest changeA cyberattack or incident that defeats our security defenses could result in the unauthorized disclosure of confidential customer or commercial information, loss of intellectual property, disruption of our operations, reputational harm, civil liability, regulatory fines or penalties, and other adverse effects on our business, any of which could be material.
Our CITO’s experience and expertise in cybersecurity includes 20 years of practitioner experience as an information security advisor across multiple industry verticals where he has served in security analyst, architect, and security program leadership roles, and has led information security teams to deliver large scale information security programs for multiple Fortune 500 companies.
Our CITO’s experience and expertise in cybersecurity includes over 20 years of practitioner experience as an information security advisor across multiple industry verticals where he has served in security analyst, architect, and security program leadership roles, and has led information security teams to deliver large scale information security programs for multiple Fortune 500 companies.
Our information security team, working in partnership with our MSSP, monitors our information systems to identify malicious and anomalous activity, uncover potential cybersecurity threats, and assess risks to information systems. • Risk analysis – Our information security team, working in partnership with relevant cybersecurity and technology experts, analyzes identified threats to determine the likelihood of the actualization of a threat and the potential business impacts, including evaluating the potential for data loss, data corruption, disruption to business operations, and financial impact. • Risk evaluation – Identified risks are evaluated to determine whether gaps in our controls or risk mitigation strategies exist that could result in material risk to the Company.
Our information security team, working in partnership with our MSSP, monitors our information systems to identify malicious and abnormal activity, uncover potential cybersecurity threats, and assess risks to information systems. • Risk analysis – Our information security team, working in partnership with relevant cybersecurity and technology experts, analyzes identified threats to determine the likelihood of the actualization of a threat and the potential business impacts, including evaluating the potential for data loss, data corruption, disruption to business operations, and financial impact. • Risk evaluation – Identified risks are evaluated to determine whether gaps in our controls or risk mitigation strategies exist that could result in material risk to the Company.
The processes by which the CITO and SDIS are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents are described above under “Risk Management and Strategy.” 21 Table of Contents
The processes by which the CITO and SDIS are informed about and monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents are described above under “Risk Management and Strategy.” 19 Table of Contents
Our cybersecurity risk management program is managed by our SDIS, who reports directly to the CITO. Our SDIS’s experience and expertise in cybersecurity includes 32 years of working in the information technology field as an analyst, architect, and leader and 14 years leading information security teams at multiple enterprises.
Our cybersecurity risk management program is managed by our SDIS, who reports directly to the CITO. Our SDIS’s experience and expertise in cybersecurity includes over 30 years of working in the information technology field as an analyst, architect, and leader and over 15 years leading information security teams at multiple enterprises.
As part of our ERM program, our senior executive team collaborates with the ERC, which is comprised of executives from various operating segments and functional departments across the Company, in the initial identification and assessment of the Company’s leading risks to an ERC, inclusive of information security.
As part of our ERM program, our senior executive team collaborates with the Enterprise Risk Council, which is comprised of executives from various operating segments and functional departments across the Company, in the initial identification and assessment of the Company’s leading risks, inclusive of information security.
If it is determined that our existing processes, strategies, or technology may be insufficient to effectively mitigate or manage an identified risk, it is escalated to our CITO and SDIS to assess and implement potential responsive or corrective actions in our processes, strategies, or technology to address the risk. • Risk mitigation – Our senior executive team, which includes our CITO, using input from our information security team and our broader information technology (or IT) department, develop and approve budgets, strategies, technology roadmaps and programs which are designed to effectively manage our cyber risks, safeguard our information resources, and reduce the likelihood or impact of cybersecurity incidents.
If it is determined that our existing processes, strategies, or technology may be insufficient to effectively mitigate or manage an identified risk, it is escalated to our CITO and SDIS to assess and implement potential responsive or corrective actions in our processes, strategies, or technology to address the risk. • Risk mitigation – Our senior executive team, which includes our CITO, using input from our information security team and our broader information technology department, develops and approves budgets, strategies, technology roadmaps, and programs which are designed to effectively manage our cyber risks, safeguard our information resources, and reduce the likelihood or impact of cybersecurity incidents. 18 Table of Contents Our cybersecurity risk management framework is managed, administered, and governed by our senior executive team under the oversight of the Board.
Risk Factors” of this Annual Report on Form 10-K. Governance Board Oversight of Risks from Cybersecurity Threats Our Board believes that evaluating management’s oversight, administration, and governance of the risks confronting the Company, including risks related to cybersecurity, is one of its most important areas of oversight.
Governance Board Oversight of Risks from Cybersecurity Threats Our Board believes that evaluating management’s oversight, administration, and governance of the risks confronting the Company, including risks related to cybersecurity, is one of its most important areas of oversight.
Our cyber risk management methodology is comprised of the following core tasks: • Risk identification – Our internal information security team works with an MSSP and other external security partners to identify existing and new threats to our information systems.
This framework is intended to reduce the likelihood and impact of cybersecurity incidents and to support the resilience of our operations and is comprised of the following core tasks: • Risk identification – Our internal information security team works with an MSSP and other external security partners to identify existing and new threats to our information systems.
Although both we, and the third parties who provide services to us, commit resources to the design, implementation, monitoring, and protection of the information systems we own or use, there is no guarantee that either our or those third parties’ cybersecurity measures will effectively manage the multitude of cyber risks to which we are exposed. 20 Table of Contents For more information regarding the risks from cybersecurity threats that may impact our business strategy, results of operations, or financial condition, see Part I, “Item 1A.
Although we, and the third parties who provide services to us, commit resources to the design, implementation, monitoring, and protection of the information systems we own or use, there is no guarantee that either our or those third parties’ cybersecurity measures will effectively manage the multitude of cyber risks to which we are exposed.
ITEM 1C. CYBERSECURITY Risk Management and Strategy As a large, multinational transportation and logistics company, we and our subsidiaries each face a range of risks from cybersecurity threats in connection with our operations due to our inherent dependence on information systems, software, and digital technologies to operate safely, efficiently, and effectively.
ITEM 1C. CYBERSECURITY Risk Management and Strategy As a large, multinational transportation and logistics company, we and our subsidiaries are subject to significant cybersecurity risks arising from our reliance on information systems, software, and digital technologies to operate safely, efficiently, and effectively.
Our cybersecurity risk management framework encompasses, among other things, ongoing systematic processes to identify, analyze, prioritize, manage, and monitor potential cyber risks to the information systems that we own or use and the cybersecurity threats to which we are exposed as a result of our reliance on third-party service providers and third-party software.
Our cybersecurity risk management framework includes systematic processes designed to identify, assess, prioritize, manage, and monitor potential cyber risks. These processes apply to information systems that we own or utilize, as well as to cybersecurity threats arising from our reliance on third-party service providers and software vendors.
To manage and mitigate cyber risks, we have a dedicated information security team that has been charged with monitoring and managing cyber threats to our information systems, and the data that is stored on those systems, using our cyber risk management methodology. Our information security team is led by our SDIS and overseen by our CITO.
We maintain a dedicated information security team responsible for monitoring and managing cybersecurity threats to our information systems and the data stored within them, in accordance with our established cyber risk management methodology. This team is led by our SDIS and overseen by our CITO.
In addition, because the trucking industry has been designated by the federal government as part of the critical U.S. infrastructure, as a leading provider of truckload, intermodal, and logistics services, we face increased risks from cybersecurity threats, cybercriminals, and bad actors, both foreign and domestic. Cyber risk management has become a vital part of our broader ERM efforts.
Furthermore, because the trucking industry is designated by the federal government as part of critical U.S. infrastructure, our position as a leading provider of truckload, intermodal, and logistics services heightens our exposure to cybersecurity threats from malicious actors, including foreign and domestic adversaries. Cyber risk management is integrated into our ERM framework.
We and our subsidiaries are each exposed to such risks both through direct attacks on our own information systems and, indirectly, as a result of our engagement of third-party service providers, software vendors, and independent contractors, such as cloud computing providers.
We are exposed to cybersecurity threats and risks both directly, through attacks on our own systems, and indirectly, through third-party system or data breaches on a system controlled by our vendors, independent contractors, suppliers, or service providers, including cloud computing providers.
Certain of our third-party service providers or software vendors provide us with computing services which, in certain cases, involve hosting our data or processes on third-party servers, which exposes us to the risk that our data may be compromised or our operations disrupted if such third-party servers are compromised.
Certain third-party providers host our data or processes on their servers, which exposes us to additional risk if those servers are compromised. Other providers supply contracted labor that requires access to our systems, increasing the potential for breaches.
Removed
Other third-party service providers provide us with contracted labor to whom we necessarily grant access to certain of our information systems, which indirectly exposes us to additional risks of network breaches and cybersecurity threats.
Added
We strategically leverage AI technology to complement our capabilities and enhance efficiencies across our business operations, customer support, and shared service areas. The AI capabilities and solutions that we have deployed may occasionally generate inaccurate output, disclose confidential information, exhibit data-driven biases, infringe on intellectual property rights, or cause other unintended harm.
Removed
Our cybersecurity risk management framework is integrated into our overall ERM process which is managed, administered, and governed by our senior executive team under the oversight of the Board.
Added
Such risks could subject us to liability, unwanted legal or regulatory repercussions, and potentially impact our reputation and public trust. Additionally, the use of AI and machine learning technology by malicious actors may increase the likelihood and impact of cyberattacks targeting our organization, suppliers, vendors, and service providers.
Added
We are committed to assessing risks related to the AI capabilities that we have deployed by rigorously testing systems before implementation and monitoring and updating those systems to strengthen our defenses. We have established formal procedures for the management, oversight, and governance of AI usage. We have also instituted contractual and technical controls for the AI platforms we use.
Added
Although we have not experienced cyberattacks with material effects on our operations or financial status to date, there remains a possibility that our preventative measures may be insufficient in countering or mitigating future significant attacks. These risks include, but are not limited to, cyberattacks, network intrusions, ransomware, malware, denial-of-service attacks, phishing schemes, data theft, and unauthorized disclosure.
Added
For more information regarding the risks from cybersecurity threats that may impact our business strategy, results of operations, or financial condition, see Part I, “Item 1A. Risk Factors” of this Annual Report on Form 10-K.

Item 2. Properties

Properties — owned and leased real estate

4 edited+0 added−0 removed0 unchanged
Biggest changeFacility Capabilities Location Owned or Leased Segment Customer Service Operations Fuel Maintenance Alexander, AR Owned Truckload X X X Atlanta, GA Owned Truckload X X X Boaz, AL Owned Truckload X X X Baltimore, MD (two locations) Owned Truckload X X X X Baltimore, MD Leased Truckload X X Burlington, NJ Leased Truckload X X X Carlisle/Harrisburg, PA Leased Truckload X X X X Celina, OH Leased Truckload X X Charlotte, NC Owned Truckload X X X X Chicago, IL Leased Logistics X X Chicago, IL (three locations) Leased Intermodal X X Dallas/Wilmer, TX Owned Truckload X X X Dallas, TX Leased Logistics X X Des Moines, IA Leased Truckload X Edwardsville, IL Owned Truckload X X X X Gary, IN Owned Truckload X X X X Green Bay, WI Owned Truckload X X Green Bay, WI (two facilities) Owned Other X X Houston, TX Leased Truckload X X X Houston, TX Leased Truckload X Indianapolis, IN Owned Truckload X X X Jacksonville, FL Owned Truckload X X X Joliet, IL Leased Intermodal X Laredo, TX Leased Truckload X X X X Lima, OH Leased Truckload X X X Lincoln, AL Owned Truckload X X X London, KY Owned Truckload X X X Marysville, OH Owned Truckload X X X X Mechanicsburg, PA Owned Truckload X X X Mexico City, Mexico Leased Multiple X X New Castle, IN Owned Truckload X X X Obetz, OH Leased Truckload X X X Phoenix, AZ Owned Truckload X X X Portland, OR Owned Truckload X X X Rainbow City, AL Owned Truckload X X X Reserve, LA Leased Truckload X X Salt Lake City, UT Leased Truckload X X X San Antonio, TX Leased Truckload X X X San Bernardino, CA Leased Intermodal X Shrewsbury, MA Leased Truckload X X X Upton, KY Owned Truckload X X X West Memphis, AR Owned Truckload X X X X Woodhaven, MI Leased Truckload X X X 22 Table of Contents
Biggest changeFacility Capabilities Location Owned or Leased Segment Customer Service Operations Fuel Maintenance Alexander, AR Owned Truckload X X X Atlanta, GA Owned Truckload X X X Baltimore, MD (two facilities) Owned Truckload X X X X Baltimore, MD Leased Truckload X X Boaz, AL Owned Truckload X X X Burlington, NJ Leased Truckload X X X Carlisle/Harrisburg, PA Leased Truckload X X X X Celina, OH Leased Truckload X X Charlotte, NC Owned Truckload X X X X Chicago, IL Leased Logistics X X Chicago, IL (three locations) Leased Intermodal X X Columbus, OH Leased Truckload X X X Dallas/Wilmer, TX Owned Truckload X X X Dallas, TX Leased Logistics X X Des Moines, IA Leased Truckload X Edwardsville, IL Owned Truckload X X X X Gary, IN Owned Truckload X X X X Green Bay, WI Owned Truckload X X Green Bay, WI (two facilities) Owned Other X X Houston, TX Leased Truckload X X X Houston, TX Leased Truckload X Indianapolis, IN Owned Truckload X X X Jacksonville, FL Owned Truckload X X X Joliet, IL Leased Intermodal X Laredo, TX Leased Truckload X X X X Lima, OH Owned Truckload X X X Lincoln, AL Owned Truckload X X X London, KY Owned Truckload X X X Marysville, OH Owned Truckload X X X X Mechanicsburg, PA Owned Truckload X X X Mexico City, Mexico Leased Multiple X X New Castle, IN Owned Truckload X X X Phoenix, AZ Owned Truckload X X X Portland, OR Owned Truckload X X X Rainbow City, AL Owned Truckload X X X Reserve, LA Leased Truckload X X Salt Lake City, UT Leased Truckload X X X San Antonio, TX Leased Truckload X X X San Bernardino, CA Leased Intermodal X Shrewsbury, MA Leased Truckload X X X Upton, KY Owned Truckload X X X West Memphis, AR Owned Truckload X X X X Woodhaven, MI Leased Truckload X X X 20 Table of Contents
The operating centers we own or lease throughout the U.S. offer on-site management to support our transportation network for our Truckload and Intermodal segments. Often, our facilities include customer service centers, fuel and maintenance stations, and other amenities to support our drivers. Our facility network also includes warehouse capacity to further enhance our supply chain solutions.
Our operating centers, which we own or lease throughout the U.S., provide on-site management support for our Truckload and Intermodal transportation segments. Many of our facilities include customer service centers, fuel and maintenance stations, and other amenities to support our drivers. Our facility network also includes warehouse capacity that enhances our broader supply chain solutions.
The following table provides a list of 47 properties that are central to our transportation network and indicates the functional capability at each site as of December 31, 2024. Approximately half of the properties are owned and the remainder are leased.
The following table lists 47 properties that are central to our transportation network and identifies the functional capabilities at each location as of December 31, 2025. Approximately half of the properties are owned, with the remainder leased.
ITEM 2. PROPERTIES As of December 31, 2024, we owned or leased approximately 280 properties across 40 states and Mexico. Our expansive network includes approximately 61 operating centers, 7 distribution warehouses, 20 offices, and over 180 drop yards, and we physically operate at several customer locations.
ITEM 2. PROPERTIES As of December 31, 2025, we owned or leased approximately 280 properties across 41 states and Mexico. Our network includes approximately 63 operating centers, 7 distribution warehouses, 19 offices, and over 160 drop yards, and we also maintain on-site operations at several customer locations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

8 edited+4 added−0 removed4 unchanged
Biggest changeRobinson Worldwide, Landstar System, Inc., Werner Enterprises, Inc., Expeditors International of Washington, Inc., Old Dominion Freight Line, Inc., XPO Logistics, Hub Group, Inc., Kirby Corporation, and Saia. There were no changes to the peer group used to make 2022, 2023, or 2024 compensation decisions.
Biggest changeRobinson Worldwide, Expeditors International of Washington, Inc., Hub Group, Inc., JB Hunt Transport Services, Inc., Kirby Corporation, Knight-Swift Transportation Holdings Inc., Landstar System, Inc., Old Dominion Freight Line, Inc., Ryder System, Inc., Saia, Werner Enterprises, Inc., and XPO Logistics.
Equity Compensation Plan Disclosure The remaining information required by Item 5 is incorporated herein by reference to the information set forth under the caption “Equity Compensation Plan Information” under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 24 Table of Contents Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or securities Exchange Act of 1934, each as amended, except to the extent the Company specifically incorporates such information by reference into such filing.
Equity Compensation Plan Disclosure The remaining information required by Item 5 is incorporated herein by reference to the information set forth under the caption “Equity Compensation Plan Information” under Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 22 Table of Contents Stock Performance Graph The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or securities Exchange Act of 1934, each as amended, except to the extent the Company specifically incorporates such information by reference into such filing.
The comparison assumes $100 was invested on December 31, 2019 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends.
The comparison assumes $100 was invested on December 31, 2020 in our Class B common stock and in each of the foregoing indices and peer group and assumes reinvestment of dividends.
The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2019 through December 31, 2024.
The following graph compares the cumulative total shareholder return on our Class B common stock to the cumulative total return of the Standard and Poor’s 500 Stock Index, the Dow Jones Transportation Index, and a customized peer group for the period from December 31, 2020 through December 31, 2025.
There is no public trading market for our Class A common stock. Holders of Record As of February 19, 2025, there was one holder of record of our Class A common stock, the Voting Trust, and 28 holders of record of our Class B common stock.
There is no public trading market for our Class A common stock. Holders of Record As of February 19, 2026, there was one holder of record of our Class A common stock, the Voting Trust, and 24 holders of record of our Class B common stock.
The 2020 peer group, which was used by the Board’s Compensation Committee for 2021 compensation decisions, consisted of ArcBest Corp., JB Hunt Transport Services, Inc., Ryder System, Inc., Avis Budget Group, Inc., Knight-Swift Transportation Holdings Inc., C.H.
The 2020 peer group, which was used by the Board’s Compensation Committee for 2021 through 2024 compensation decisions, consisted of ArcBest Corp., Avis Budget Group, Inc., C.H.
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Schneider National, Inc. $ 100.00 $ 105.18 $ 138.33 $ 121.90 $ 134.36 $ 156.87 S&P 500 - Total Returns 100.00 118.40 152.39 124.79 157.59 197.02 Dow Jones Transportation 100.00 116.52 155.22 127.96 154.31 156.71 Peer Group 100.00 126.90 199.29 162.82 216.08 209.31
The stock performance shown on the graph below represents historical stock performance and is not necessarily indicative of future stock price performance. 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025 Schneider National, Inc. $ 100.00 $ 131.52 $ 115.90 $ 127.75 $ 149.14 $ 137.22 S&P 500 - Total Returns 100.00 128.71 105.40 133.10 166.40 196.16 Dow Jones Transportation 100.00 133.21 109.81 132.43 134.49 149.32 2024 Peer Group 100.00 150.44 124.06 166.38 165.01 169.38 2020 Peer Group 100.00 157.03 128.30 170.27 164.94 176.37
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The Company did not repurchase any equity securities during the three months ended December 31, 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table sets forth information regarding the purchases of our equity securities made by or on behalf of us or any affiliated purchaser (as defined in Exchange Act Rule 10b-18) during the three months ended December 31, 2025.
Added
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, 2025 - October 31, 2025 — $ — — $ 46.1 November 1, 2025 - November 30, 2025 261,891 21.60 261,891 40.5 December 1, 2025 - December 31, 2025 22,575 22.79 22,575 39.9 Total 284,466 284,466 (1) On February 1, 2023, the Company announced that the Board approved a share repurchase program under which the Company is authorized to repurchase up to $150.0 million of its Class A and/or Class B common shares over the next three years (“the 2023 Program”).
Added
As of December 31, 2025, the Company had $39.9 million remaining available for repurchase. In January 2026, the Board approved a new three-year, $150.0 million share repurchase program, effective upon the expiration of the 2023 Program.
Added
This new authorization replaces the 2023 Program, does not obligate the Company to repurchase a minimum number of shares, and is intended to help offset the dilutive effect of equity grants to employees over time. Under this program, the Company may repurchase shares in privately negotiated and/or open market transactions.
Added
In 2025, the Compensation Committee adopted the 2024 peer group for 2025 compensation decisions, modifying the 2020 peer group to add RXO and TFI International, while removing Avis Budget Group.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

53 edited+29 added−44 removed53 unchanged
Biggest changeFactors contributing to the decrease 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 31 Table of Contents • a $9.5 million decrease in Intermodal segment revenues (excluding fuel surcharge) related to a decrease in revenue per order, partially offset by an increase in volume.
Biggest changeContributing factors were as follows: • a $299.7 million increase in Truckload segment revenues (excluding fuel surcharge) driven by increased volume within Dedicated (primarily due to the Cowan acquisition) and increased rate per loaded mile in Network, partially offset by decreased Network 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.
Our estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, the specific facts of individual cases, the jurisdictions involved, estimates of future claims development, and the legal and other costs to settle or defend the claims.
Our estimates require judgments concerning the nature and severity of the claim, historical trends, advice from third-party administrators and insurers, consultation with actuarial experts, specific facts of individual cases, jurisdictions involved, estimates of future claims development, and legal and other costs to settle or defend the claims.
Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claims and analyses provided by third-party claims administrators or outside counsel, as well as legal, economic, and regulatory factors.
Our claims accrual policy for all self-insured claims is to recognize a liability at the time of the incident based on our analysis of the nature and severity of the claim and analyses provided by third-party claims administrators or outside counsel, as well as legal, economic, and regulatory factors.
See Note 8, Leases , and Note 13, Commitments and Contingencies , respectively, for additional information regarding our lease and purchase commitment obligations. 37 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes.
See Note 8, Leases , and Note 13, Commitments and Contingencies , respectively, for additional information regarding our lease and purchase commitment obligations. 35 Table of Contents CRITICAL ACCOUNTING ESTIMATES The preparation of our consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that impact the amounts reported in our consolidated financial statements and accompanying notes.
Non-compete agreements were recorded based on amounts paid at closing. Assumptions used in the intangible valuations include forecasted revenue growth rates, future cash flows, useful lives of intangible assets acquired, and our cost of capital. 39 Table of Contents
Non-compete agreements were recorded based on amounts paid at closing. Assumptions used in the intangible valuations include forecasted revenue growth rates, future cash flows, useful lives of intangible assets acquired, and our cost of capital. 37 Table of Contents
A discussion regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 23, 2024 and is available on the SEC’s website, www.sec.gov, as well as the “Investors” section of our website at www.schneider.com.
A discussion regarding our financial condition and results of operations for fiscal 2024 compared to fiscal 2023 can be found under Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on the Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on February 21, 2025 and is available on the SEC’s website, www.sec.gov, as well as the “Investors” section of our website at www.schneider.com.
Included below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge). (2) We define “adjusted income from operations” as income from operations, adjusted to exclude material items that do not reflect our core operating performance.
Included below is a reconciliation of operating revenues, the most closely comparable GAAP financial measure, to revenues (excluding fuel surcharge). 26 Table of Contents (2) We define “adjusted income from operations” as income from operations, adjusted to exclude material items that do not reflect our core operating performance.
There were no triggering events identified from the date of our assessment through December 31, 2024 that would require updates to our annual impairment test.
There were no triggering events identified from the date of our assessment through December 31, 2025 that would require updates to our annual impairment test.
Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount 38 Table of Contents rate applied to the cash flows.
Determining fair value requires significant estimates and assumptions based on an evaluation of a number of factors, such as marketplace participants, history, future expansion and profitability expectations, amount and timing of future cash flows, and the discount rate applied to the cash flows.
The increase resulted from of an increase in cash provided by working capital, mostly offset by a decrease in net income adjusted for various noncash charges.
The decrease resulted from a decrease in cash provided by working capital, partially offset by an increase in net income adjusted for various noncash charges.
Assumptions used in impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best available market information and are consistent with our internal forecasts and operating plans. These assumptions could be adversely impacted by certain risks discussed earlier in this document.
Assumptions used in impairment evaluations, such as forecasted growth rates and our cost of capital, are based on the best available market information and are consistent with our internal forecasts and operating plans. These assumptions could be adversely impacted by certain risks discussed earlier in this document. The Company completed its acquisition of Cowan on December 2, 2024.
Adjusted net income Year Ended December 31, (in millions) 2024 2023 Net income $ 117.0 $ 238.5 Litigation and audit assessments — 2.9 Acquisition-related costs 2.0 0.9 Amortization of intangible assets 5.0 2.7 Income tax effect of non-GAAP adjustments (1) (1.7) (1.6) Adjusted net income $ 122.3 $ 243.4 (1) Our estimated tax rate on non-GAAP items is determined annually using the applicable consolidated federal and state effective tax rate, modified to remove the impact of tax credits and adjustments that are not applicable to the specific items.
Adjusted net income Year Ended December 31, (in millions) 2025 2024 Net income $ 103.6 $ 117.0 Acquisition-related costs 0.2 2.0 Intangible asset amortization 7.1 5.0 Severance 1.4 — Income tax effect of non-GAAP adjustments (1) (2.1) (1.7) Adjusted net income $ 110.2 $ 122.3 (1) Our estimated tax rate on non-GAAP items is determined annually using the applicable consolidated federal and state effective tax rate, modified to remove the impact of tax credits and adjustments that are not applicable to the specific items.
Net Capital Expenditures The following table sets forth our net capital expenditures for the periods indicated.
Net Capital Expenditures The following table outlines our net capital expenditures for the periods indicated.
Currently, we are not aware of any such claims. If one or more claims were to exceed our effective coverage limits, our financial condition and results of operations could be materially and adversely affected.
If one or more claims were to exceed our effective coverage limits, our financial condition and results of operations could be materially and adversely affected.
(in millions) December 31, 2024 December 31, 2023 Cash and cash equivalents $ 117.6 $ 102.4 Marketable securities 47.9 57.2 Total cash, cash equivalents, and marketable securities $ 165.5 $ 159.6 Debt: Senior notes $ 145.0 $ 185.0 Receivables purchase agreement 70.0 60.0 Credit agreement — 45.0 Delayed-draw term loan facility 300.0 — Finance leases 8.4 12.1 Total debt and finance lease obligations $ 523.4 $ 302.1 Debt On December 31, 2024, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes.
(in millions) December 31, 2025 December 31, 2024 Cash and cash equivalents $ 201.5 $ 117.6 Marketable securities 41.8 47.9 Total cash, cash equivalents, and marketable securities $ 243.3 $ 165.5 Debt: Senior notes $ 50.0 $ 145.0 Receivables purchase agreement — 70.0 Delayed-draw term loan facility 347.5 300.0 Finance leases 5.0 8.4 Total debt and finance lease obligations $ 402.5 $ 523.4 Debt On December 31, 2025, we were in compliance with all financial covenants under our credit agreements and the agreements governing our senior notes.
Year Ended December 31, 2024 2023 Orders (1) 419,833 415,095 Containers 26,553 26,991 Trucks (2) 1,413 1,485 Revenue per order (3) $ 2,474 $ 2,530 Operating ratio (4) 94.8 % 93.2 % (1) Based on delivered rail orders. (2) Includes company and owner-operator trucks at the end of the period.
Year Ended December 31, 2025 2024 Orders (1) 442,740 419,833 Containers 26,376 26,553 Trucks (2) 1,362 1,413 Revenue per order (3) $ 2,430 $ 2,474 Operating ratio (4) 94.0 % 94.8 % (1) Based on delivered rail orders. (2) Includes company and owner-operator trucks at the end of the period.
We completed the required annual goodwill impairment assessment for our two reporting units with goodwill as of October 31, 2024 using quantitative assessments. The fair values of our Dedicated and Import/Export reporting units were substantially in excess of their respective carrying values.
As a result, we recorded $4.9 million of goodwill, which was allocated to the Dedicated reporting unit. We completed the required annual goodwill impairment assessment for our two reporting units with goodwill as of October 31, 2025 using quantitative assessments. The fair values of our Dedicated and Import/Export reporting units were substantially in excess of their respective carrying values.
(7) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. T ruckload revenues (excluding fuel surcharge) increased $15.0 million , approximately 1%, for the year ended December 31, 2024 compared to 2023.
(7) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. Truckload revenues (excluding fuel surcharge) increased $299.7 million, or 14%, for the year ended December 31, 2025 compared to 2024.
Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist. Our goodwill balance as of December 31, 2024 and 2023 was $377.9 million and $331.7 million, respectively.
Goodwill is not amortized but is assessed for impairment at least annually and more frequently if a triggering event indicates that impairment may exist. 36 Table of Contents Our goodwill balances as of December 31, 2025 and 2024 were $337.4 million and $377.9 million, respectively.
Contractual Obligations As of December 31, 2024, we had contractual obligations related to our long-term debt, inclusive of our credit and receivables purchase agreement, of $515.0 million and $101.4 million for principal borrowings and interest, respectively, which become due through 2029. See Note 7, Debt and Credit Facilities , for additional information regarding our debt obligations.
Contractual Obligations As of December 31, 2025, we had contractual obligations related to our long-term debt of $397.5 million and $71.9 million for principal borrowings and interest, respectively, which become due through 2029. See Note 7, Debt and Credit Facilities , for additional information regarding our debt obligations.
Year Ended December 31, (in millions) 2024 2023 Purchases of transportation equipment $ 414.0 $ 660.1 Purchases of other property and equipment 65.1 42.3 Proceeds from sale of property and equipment (98.8) (128.6) Net capital expenditures $ 380.3 $ 573.8 Net capital expenditures decreased $193.5 million in 2024 compared to 2023.
Year Ended December 31, (in millions) 2025 2024 Purchases of transportation equipment $ 352.0 $ 414.0 Purchases of other property and equipment 32.8 65.1 Proceeds from sale of property and equipment (95.6) (98.8) Net capital expenditures $ 289.2 $ 380.3 Net capital expenditures decreased $91.1 million in 2025 compared to 2024.
Year Ended December 31, Revenues by Segment (in millions) 2024 2023 Truckload $ 2,170.7 $ 2,155.7 Intermodal 1,041.2 1,050.7 Logistics 1,281.3 1,393.7 Other 383.9 333.4 Fuel surcharge 576.2 684.3 Inter-segment eliminations (162.8) (118.9) Operating revenues $ 5,290.5 $ 5,498.9 Year Ended December 31, Income (Loss) from Operations by Segment (in millions) 2024 2023 Truckload $ 89.1 $ 170.7 Intermodal 54.5 71.0 Logistics 32.7 45.9 Other (11.1) 8.8 Income from operations 165.2 296.4 Adjustments: Litigation and audit assessments — 2.9 Acquisition-related costs 2.0 0.9 Amortization of intangible assets 5.0 2.7 Adjusted income from operations $ 172.2 $ 302.9 33 Table of Contents We monitor and analyze a number of KPIs in order to manage our business and evaluate our financial and operating performance.
Year Ended December 31, Revenues by Segment (in millions) 2025 2024 Truckload $ 2,470.4 $ 2,170.7 Intermodal 1,075.1 1,041.2 Logistics 1,333.0 1,281.3 Other 392.6 383.9 Fuel surcharge 580.4 576.2 Inter-segment eliminations (177.2) (162.8) Operating revenues $ 5,674.3 $ 5,290.5 Year Ended December 31, Income (Loss) from Operations by Segment (in millions) 2025 2024 Truckload $ 108.0 $ 89.1 Intermodal 64.7 54.5 Logistics 25.0 32.7 Other (28.8) (11.1) Income from operations 168.9 165.2 Adjustments: Acquisition-related costs 0.2 2.0 Intangible asset amortization 7.1 5.0 Severance 1.4 — Adjusted income from operations $ 177.6 $ 172.2 31 Table of Contents We monitor and analyze a number of KPIs to manage our business and evaluate our financial and operating performance.
Year Ended December 31, (in millions, except ratios) 2024 2023 Operating revenues $ 5,290.5 $ 5,498.9 Revenues (excluding fuel surcharge) (1) 4,714.3 4,814.6 Income from operations 165.2 296.4 Adjusted income from operations (2) 172.2 302.9 Operating ratio 96.9 % 94.6 % Adjusted total operating expenses, net of fuel surcharge revenues (3) 4,542.1 4,511.7 Adjusted operating ratio (4) 96.3 % 93.7 % Net income $ 117.0 $ 238.5 Adjusted net income (5) 122.3 243.4 Adjusted EBITDA (6) 580.2 699.6 Cash flow from operations 686.1 680.0 Free cash flow (7) 305.8 106.2 28 Table of Contents (1) We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level.
Year Ended December 31, (in millions, except ratios) 2025 2024 Operating revenues $ 5,674.3 $ 5,290.5 Revenues (excluding fuel surcharge) (1) 5,093.9 4,714.3 Income from operations 168.9 165.2 Adjusted income from operations (2) 177.6 172.2 Operating ratio 97.0 % 96.9 % Adjusted total operating expenses, net of fuel surcharge revenues (3) 4,916.3 4,542.1 Adjusted operating ratio (4) 96.5 % 96.3 % Net income $ 103.6 $ 117.0 Adjusted net income (5) 110.2 122.3 Adjusted EBITDA (6) 617.5 580.2 Cash flow from operations 637.4 686.1 Free cash flow (7) 348.2 305.8 (1) We define “revenues (excluding fuel surcharge)” as operating revenues less fuel surcharge revenues, which are excluded from revenues at the segment level.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
These factors were partially offset by a $14.9 million decrease in treasury share repurchases. Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our consolidated financial condition, results of operations, liquidity, capital expenditures, or capital resources.
Due to differences in the tax treatment of items excluded from non-GAAP income, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP items may differ from our GAAP tax rate and from our actual tax liabilities. 30 Table of Contents Adjusted EBITDA Year Ended December 31, (in millions) 2024 2023 Net income $ 117.0 $ 238.5 Interest expense, net 12.3 7.2 Provision for income taxes 35.2 67.6 Depreciation and amortization 413.7 382.5 Litigation and audit assessments — 2.9 Acquisition-related costs 2.0 0.9 Adjusted EBITDA $ 580.2 $ 699.6 Free cash flow Year Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 686.1 $ 680.0 Purchases of transportation equipment (414.0) (660.1) Purchases of other property and equipment (65.1) (42.3) Proceeds from sale of property and equipment 98.8 128.6 Net capital expenditures (380.3) (573.8) Free cash flow $ 305.8 $ 106.2 Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Enterprise Results Summary Enterprise net income decreased $121.5 million, approximately 51%, for the year ended December 31, 2024 compared to 2023, driven by a $131.2 million decrease in income from operations and a $22.7 million unfavorable change in total other expense (income)—net primarily related to our equity investments, partially offset by the corresponding decrease in the provision for income taxes.
Due to differences in the tax treatment of items excluded from non-GAAP income, as well as the methodology applied to our estimated annual tax rates as described above, our estimated tax rate on non-GAAP items may differ from our GAAP tax rate and from our actual tax liabilities. 28 Table of Contents Adjusted EBITDA Year Ended December 31, (in millions) 2025 2024 Net income $ 103.6 $ 117.0 Interest expense, net 27.9 12.3 Provision for income taxes 34.4 35.2 Depreciation and amortization 450.0 413.7 Acquisition-related costs 0.2 2.0 Severance 1.4 — Adjusted EBITDA $ 617.5 $ 580.2 Free cash flow Year Ended December 31, (in millions) 2025 2024 Net cash provided by operating activities $ 637.4 $ 686.1 Purchases of transportation equipment (352.0) (414.0) Purchases of other property and equipment (32.8) (65.1) Proceeds from sale of property and equipment 95.6 98.8 Net capital expenditures (289.2) (380.3) Free cash flow $ 348.2 $ 305.8 Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Enterprise Results Summary Enterprise net income decreased $13.4 million, approximately 11%, for the year ended December 31, 2025 compared to 2024.
Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses. Our capital expenditures consist primarily of transportation equipment and information technology. Historically, our primary source of liquidity has been cash flow from operations.
Additionally, we may use cash for acquisitions and other investing and financing activities. Working capital is required principally to ensure we are able to run the business and have sufficient funds to satisfy maturing short-term debt and operational expenses. Our capital expenditures consist primarily of transportation equipment and information technology.
Intermodal revenues (excluding fuel surcharge) decreased $9.5 million, approximately 1%, for the year ended December 31, 2024 compared to 2023. This was driven by market conditions which led to a decrease in revenue per order of $56, or 2%, partially offset by an increase in volume.
Intermodal revenues (excluding fuel surcharge) increased $33.9 million, approximately 3%, in the year ended December 31, 2025 compared to 2024. The increase was driven by an increase in volume of 5%, partially offset by a 2% decrease in revenue per order resulting from mix.
Year Ended December 31, (in millions) 2024 2023 Net cash provided by operating activities $ 686.1 $ 680.0 Net cash used in investing activities (791.5) (907.6) Net cash provided by (used in) financing activities 120.6 (55.7) 36 Table of Contents Operating Activities Net cash provided by operating activities increased $6.1 million, approximately 1%, during 2024 compared to 2023.
Year Ended December 31, (in millions) 2025 2024 Net cash provided by operating activities $ 637.4 $ 686.1 Net cash used in investing activities (346.2) (791.5) Net cash (used in) provided by financing activities (207.3) 120.6 34 Table of Contents Operating Activities Net cash provided by operating activities decreased $48.7 million, approximately 7%, during 2025 compared to 2024.
As of December 31, 2024 and 2023, we had net accruals of $236.6 million and $178.4 million, respectively, for estimated claims inclusive of $54.2 million and $3.5 million of reinsurance receivables. We have significant exposure to fluctuations in the number and severity of claims.
As of December 31, 2025 and 2024, we had estimated claims accruals of $320.8 million and $290.8 million, respectively, and reinsurance receivables of $65.2 million and $54.2 million, respectively. We have significant exposure to fluctuations in the number and severity of claims.
Year Ended December 31, 2024 2023 Dedicated Revenues (excluding fuel surcharge) (1) $ 1,410.6 $ 1,272.0 Average trucks (2) (3) 6,829 6,233 Revenue per truck per week (4) $ 4,041 $ 4,011 Network Revenues (excluding fuel surcharge) (1) $ 760.3 $ 884.5 Average trucks (2) (3) 3,926 4,374 Revenue per truck per week (4) $ 3,788 $ 3,974 Total Truckload Revenues (excluding fuel surcharge) (5) $ 2,170.7 $ 2,155.7 Average trucks (2) (3) 10,755 10,607 Revenue per truck per week (4) $ 3,948 $ 3,996 Average company trucks (3) 9,244 8,695 Average owner-operator trucks (3) 1,511 1,912 Trailers (6) 54,459 47,460 Operating ratio (7) 95.9 % 92.1 % (1) Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
Year Ended December 31, 2025 2024 Dedicated Revenues (excluding fuel surcharge) (1) $ 1,738.1 $ 1,410.6 Average trucks (2) (3) 8,504 6,829 Revenue per truck per week (4) $ 4,016 $ 4,041 Network Revenues (excluding fuel surcharge) (1) $ 731.1 $ 760.3 Average trucks (2) (3) 3,747 3,926 Revenue per truck per week (4) $ 3,833 $ 3,788 Total Truckload Revenues (excluding fuel surcharge) (5) $ 2,470.4 $ 2,170.7 Average trucks (2) (3) 12,251 10,755 Revenue per truck per week (4) $ 3,960 $ 3,948 Average company trucks (3) 10,908 9,244 Average owner-operator trucks (3) 1,343 1,511 Trailers (6) 51,733 54,459 Operating ratio (7) 95.6 % 95.9 % (1) Revenues (excluding fuel surcharge), in millions, exclude revenue in transit.
Year Ended December 31, 2024 2023 Operating ratio (1) 97.4 % 96.7 % (1) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level. Logistics revenues (excluding fuel surcharge) decreased $112.4 million, approximately 8%, for the year ended December 31, 2024 compared to 2023.
Cowan’s logistics operations are included in Logistics beginning in December 2024. Year Ended December 31, 2025 2024 Operating ratio (1) 98.1 % 97.4 % (1) Calculated as segment operating expenses divided by segment revenues (excluding fuel surcharge) including revenue in transit and related expenses at the operating segment level.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes. INTRODUCTION Company Overview We are a transportation and logistics services company providing a multimodal portfolio of truckload, intermodal, and logistics solutions.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements and related notes.
We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreements and delayed-draw term loan facility, will be sufficient to meet our requirements for the foreseeable future.
Our revolving credit facility allows us to request an additional increase in total commitment by up to $150.0 million. We anticipate that cash generated from operations, together with amounts available under our credit and receivables purchase agreements, will be sufficient to meet our requirements for the foreseeable future.
See Note 1, Summary of Significant Accounting Policies, for additional details. 29 Table of Contents Adjusted operating ratio Year Ended December 31, (in millions, except ratios) 2024 2023 GAAP Presentation Operating revenues $ 5,290.5 $ 5,498.9 Total operating expenses 5,125.3 5,202.5 Income from operations $ 165.2 $ 296.4 Operating ratio (1) 96.9 % 94.6 % Non-GAAP Presentation Operating revenues $ 5,290.5 $ 5,498.9 Less: Fuel surcharge revenues 576.2 684.3 Revenues (excluding fuel surcharge) $ 4,714.3 $ 4,814.6 Total operating expenses $ 5,125.3 $ 5,202.5 Adjusted for: Fuel surcharge revenues (576.2) (684.3) Litigation and audit assessments — (2.9) Acquisition-related costs (2.0) (0.9) Amortization of intangible assets (5.0) (2.7) Adjusted total operating expenses, net of fuel surcharge revenues (2) $ 4,542.1 $ 4,511.7 Adjusted operating ratio (3) 96.3 % 93.7 % (1) Calculated as total operating expenses divided by operating revenues.
(3) Severance related to workforce rightsizing. 27 Table of Contents Adjusted operating ratio Year Ended December 31, (in millions, except ratios) 2025 2024 GAAP Presentation Operating revenues $ 5,674.3 $ 5,290.5 Total operating expenses 5,505.4 5,125.3 Income from operations $ 168.9 $ 165.2 Operating ratio (1) 97.0 % 96.9 % Non-GAAP Presentation Operating revenues $ 5,674.3 $ 5,290.5 Less: Fuel surcharge revenues 580.4 576.2 Revenues (excluding fuel surcharge) $ 5,093.9 $ 4,714.3 Total operating expenses $ 5,505.4 $ 5,125.3 Adjusted for: Fuel surcharge revenues (580.4) (576.2) Acquisition-related costs (0.2) (2.0) Intangible asset amortization (7.1) (5.0) Severance (1.4) — Adjusted total operating expenses, net of fuel surcharge revenues (2) $ 4,916.3 $ 4,542.1 Adjusted operating ratio (3) 96.5 % 96.3 % (1) Calculated as total operating expenses divided by operating revenues.
Cowan Systems’ dedicated operations and M&M impacts are included in Dedicated beginning in the fourth quarter of 2024 and third quarter of 2023, respectively.
Cowan’s dedicated operations are included in Dedicated beginning in the fourth quarter of 2024.
Adjusted income from operations decreased $130.7 million, approximately 43%. Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased on both a GAAP and adjusted basis when compared to the same period in 2023.
Enterprise operating ratio (operating expenses as a percentage of operating revenues) increased slightly on both a GAAP and adjusted basis when compared to 2024.
In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $200.0 million receivables purchase agreement maturing in May 2027, for which our combined available capacity as of December 31, 2024 was $281.8 million. Our revolving credit facility allows us to request an additional increase in total commitment by up to $150.0 million.
Historically, our primary source of liquidity has been cash flow from operations. In addition, we have a $250.0 million revolving credit facility maturing in November 2027 and a $200.0 million receivables purchase agreement maturing in May 2027, for which our combined available capacity as of December 31, 2025 was $346.7 million.
Logistics income from operations decreased $13.2 million, approximately 29%, for the year ended December 31, 2024 compared to 2023 primarily due to reductions in net revenue per order and volume, partially offset by the Cowan acquisition.
Logistics income from operations decreased $7.7 million, approximately 24%, in the year ended December 31, 2025 compared to 2024, largely attributable to lower volume in our brokerage business. This decline was partially offset by incremental revenue from the Cowan acquisition described above and an increase in net revenue per order.
A significant portion of fuel costs are recovered through our fuel surcharge programs. • Depreciation and amortization increased $31.2 million, or 8%, year over year, mainly due to additional depreciation expense resulting from trailer and tractor growth within Dedicated (inclusive of Cowan and M&M), ongoing impacts from the increased cost of equipment, and incremental depreciation and amortization expense related to the M&M and Cowan Systems acquisitions. • 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.
A significant portion of fuel costs are recovered through our fuel surcharge programs. • Depreciation and amortization increased $36.3 million, or 9%, mainly due to additional depreciation expense associated with tractor and trailer growth within Dedicated (largely resulting from the Cowan 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. • Insurance and related expenses increased $35.9 million, or 24%, due to an increase in auto liability insurance costs related to an increase in premiums, inclusive of Cowan, and unfavorable prior year claims development. • Other general expenses increased $8.8 million, or 7%, largely due to higher driver onboarding costs driven by increased hires.
Revenues (excluding fuel surcharge) Year Ended December 31, (in millions) 2024 2023 Operating revenues $ 5,290.5 $ 5,498.9 Less: Fuel surcharge revenues 576.2 684.3 Revenues (excluding fuel surcharge) $ 4,714.3 $ 4,814.6 Adjusted income from operations Year Ended December 31, (in millions) 2024 2023 Income from operations $ 165.2 $ 296.4 Litigation and audit assessments (1) — 2.9 Acquisition-related costs (2) 2.0 0.9 Amortization of intangible assets (3) 5.0 2.7 Adjusted income from operations $ 172.2 $ 302.9 (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.
Revenues (excluding fuel surcharge) Year Ended December 31, (in millions) 2025 2024 Operating revenues $ 5,674.3 $ 5,290.5 Less: Fuel surcharge revenues 580.4 576.2 Revenues (excluding fuel surcharge) $ 5,093.9 $ 4,714.3 Adjusted income from operations Year Ended December 31, (in millions) 2025 2024 Income from operations $ 168.9 $ 165.2 Acquisition-related costs (1) 0.2 2.0 Intangible asset amortization (2) 7.1 5.0 Severance (3) 1.4 — Adjusted income from operations $ 177.6 $ 172.2 (1) Advisory, legal, and accounting costs related to the Company’s acquisitions.
Refer to Note 13, Commitments and Contingencies , for more information. (2) Advisory, legal, and accounting costs related to the Company’s acquisitions. Refer to Note 2, Acquisitions , for additional details. (3) Amortization expense related to intangible assets acquired through recent business acquisitions. Refer to Note 6, Goodwill and Other Intangible Assets , for additional details.
Refer to Note 2, Acquisitions , for additional details. (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.
The decrease was driven by a $246.1 million decrease in purchases of transportation equipment mainly due to higher spend on growth and replacement equipment in 2023, partially offset by $31.1 million of real estate purchases related to Cowan Systems in 2024. Proceeds from sale of property and equipment decreased year over year primarily due to lower proceeds per sale.
The decrease was driven by a $62.0 million decrease in purchases of transportation equipment reflecting higher spend on growth and replacement equipment in 2024, along with $31.1 million of real estate purchases related to Cowan in 2024 (see Note 2 Acquisitions for more information on the real estate purchase).
Intermodal income from operations decreased $16.5 million, approximately 23%, for the year ended December 31, 2024 compared to 2023 mainly resulting from the decreased revenue per order, partially offset by improved dray productivity. Logistics The following table presents the KPI for our Logistics segment for the periods indicated. Cowan Systems’ logistics operations are included in Logistics beginning in December 2024.
Intermodal income from operations increased $10.2 million, approximately 19%, in the year ended December 31, 2025 compared to 2024. The improvement primarily reflects the revenue increases noted above and lower rail-related costs, partially offset by higher dray execution and maintenance costs. Logistics The following table presents the KPI for our Logistics segment for the periods indicated.
Enterprise Operating Expenses Key operating expense fluctuations are described below. • Purchased transportation decreased $193.2 million, or 9%, year over year, primarily resulting from decreased third-party carrier costs within Logistics due to lower purchased transportation costs per order and brokerage volumes, as well as a decline in owner-operator purchased transportation costs from a reduction in owner-operator capacity within Truckload. • Salaries, wages, and benefits increased $50.6 million, or 4%, year over year.
Enterprise Operating Expenses Key operating expense fluctuations year over year are summarized below. • Purchased transportation costs decreased $11.3 million, or 1%, primarily due to lower third-party carrier costs within Logistics driven by reduced brokerage volume and lower rail-related costs.
See Note 5, Investments , for more information on our equity investments. 32 Table of Contents Income Tax Expense Our provision for income taxes decreased $32.4 million, approximately 48%, for the year ended December 31, 2024 compared to 2023 due to lower taxable income, partially offset by a higher effective income tax rate.
Interest will continue to accrue until the matter is resolved, and we are unable to estimate the timeline for resolution. Income Tax Expense Our provision for income taxes decreased $0.8 million, approximately 2%, in the year ended December 31, 2025 compared to 2024 driven by lower taxable income, partially offset by a higher effective tax rate.
Investing Activities Net cash used in investing activities decreased $116.1 million, approximately 13%, during 2024 compared to 2023. The decrease was primarily driven by a decrease in net capital expenditures and purchases of lease equipment, partially offset by an increase in cash used for acquisitions related to the 2024 acquisition of Cowan Systems compared to 2023 acquisition of M&M.
These amounts were partially offset by an increase in cash provided by other assets related to timing of prepaid assets and a decrease in cash used by payables. Investing Activities Net cash used in investing activities decreased $445.3 million, approximately 56%, during 2025 compared to 2024.
Pre-tax equity investment net gains were $2.3 million and $19.7 million for 2024 and 2023, respectively. Adjusted net income decreased $121.1 million, approximately 50%, for the same reasons discussed above. Components of Enterprise Net Income Enterprise Revenues Enterprise operating revenues decreased $208.4 million, approximately 4%, for the year ended December 31, 2024 compared to 2023.
Components of Enterprise Net Income Enterprise Revenues Enterprise operating revenues increased $383.8 million, approximately 7%, for the year ended December 31, 2025 compared to 2024.
Our effective income tax rate was 23.1% for the year ended December 31, 2024 compared to 22.1% in 2023. While we anticipate that our ongoing effective tax rate will be 23.0% - 24.0%, our provision for income taxes may fluctuate in future periods to the extent there are changes to tax laws and regulations.
The effective income tax rate was 24.9% for the year ended December 31, 2025 compared to 23.1% in 2024.
Working capital changes were driven by increases in cash provided by other liabilities related to timing of payments for accrued wages and incentive compensation; receivables primarily from tax receivables offset partially by changes to trade receivables and bad debt adjustments; claims reserves from higher auto insurance accruals; and other assets.
Working capital changes were driven by changes to receivables related to trade and tax receivables; an increase in claims accruals related to specific claims; and changes to other liabilities related to the timing of year end wage accruals.
Revenues and Income (Loss) from Operations by Segment The following tables summarize revenues and income (loss) from operations by segment.
Our provision for income taxes may fluctuate in future periods to the extent tax laws and regulations change. 30 Table of Contents Revenues and Income (Loss) from Operations by Segment The following tables summarize revenues and income (loss) from operations by segment.
Total Other Expenses (Income) Total other income decreased $22.7 million for the year ended December 31, 2024 compared to 2023, driven by pre-tax net gains on our equity investments of $2.3 million in 2024 compared to $19.7 million in 2023.
Total Other Expenses (Income) Total other expenses increased $17.9 million, approximately 138%, for the year ended December 31, 2025 compared to 2024. This increase was driven by a $17.2 million increase in interest expense, partially offset by higher interest income.
Financing Activities Net cash provided by financing activities increased $176.3 million, approximately 317%, during 2024 compared to 2023 primarily due to an increase of $250.0 million in proceeds from long-term debt used to partially fund the acquisition of Cowan Systems, a $37.3 million decrease in treasury stock repurchases, and a $30.0 million decrease in payments on our senior notes, partially offset by a $121.0 million decrease in proceeds from our revolving credit agreements and a $19.0 million increase in payments on our revolving credit agreements.
The increase was primarily due to a $215.0 million reduction in proceeds from long-term debt and revolving credit, which were used to partially fund the Cowan acquisition in 2024; a $106.9 million increase in payments on long-term debt and finance lease obligations; and a $20.0 million increase in payments on revolving credit.
Dedicated volume increased 6% due to organic new business growth and the acquisitions of M&M and Cowan Systems, offset by a reduction in Network volume and rate per loaded mile related to market conditions. Truckload income from operations decreased $81.6 million, approximately 48%, for the year ended December 31, 2024 compared to 2023.
The increase was driven by a 23% rise in Dedicated volume, primarily due to the Cowan acquisition, as well as higher revenue per truck per week in Network. These increases were partially offset by a 4% decline in Network volume. Truckload income from operations increased $18.9 million, approximately 21%, in the year ended December 31, 2025 compared to 2024.
Removed
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.
Added
INTRODUCTION Company Overview 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. Strategy 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.
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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.
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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.
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Strategy 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.
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We advance this strategy through five priorities: Leverage core strengths to drive organic growth and advance our market position 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.
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We believe our competitive strengths position us to pursue our strategy as follows: Leverage core strengths to drive organic growth and advance our market position We intend to drive organic growth by leveraging our existing customer relationships, as well as expanding our customer base.
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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.
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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.
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Combined with an agile, solutions-oriented commercial organization, these capabilities are designed to support service quality and share capture across our reportable segments. Expand capabilities in the specialty, dedicated, and asset-light services We plan to grow in specialty and dedicated transportation markets, where operational complexity and elevated service requirements can support deeper customer relationships.
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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.
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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.
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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.
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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.
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Expand capabilities in the specialty and dedicated freight markets and continue growing our asset-light and non-asset businesses 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.
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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.
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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.
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Logistics also plays a role in innovation, including analytics, AI-enabled automation, and customer experience design. Improve operations and margins through technology and business transformation Technology remains fundamental to our efforts to enhance efficiency, service quality, and network performance.
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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.
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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.
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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.
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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.
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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. 26 Table of Contents Freight brokerage, which is a significant part of our Logistics segment, is a business that is expected to be a driver of continued growth.
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We believe these transformation efforts will support productivity, revenue management, and analytics-driven decisioning over time. 24 Table of Contents Allocate capital to maximize returns while pursuing strategic growth opportunities Our multimodal portfolio provides flexibility to deploy capital where returns are believed to be most attractive across varying market conditions.
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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.
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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.
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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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeBased on our level of borrowings as of December 31, 2024, our annual interest expense would increase by $3.8 million assuming a one percentage point increase in interest rates. 40 Table of Contents
Biggest changeAs of December 31, 2025, our weighted average interest rate for our variable rate debt instruments was 5.36%. Based on our level of borrowing as of December 31, 2025, our annual interest expense would increase by $3.5 million assuming a one percentage point increase in interest rates. 38 Table of Contents
Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the U.S., as reported by the Department of Energy, decreased from $4.23 per gallon for fiscal year 2023 to $3.77 per gallon for fiscal year 2024.
Historically, we have been able to recover a majority of fuel price increases from our customers in the form of fuel surcharges. The average diesel price per gallon in the U.S., as reported by the Department of Energy, decreased from $3.77 per gallon for fiscal year 2024 to $3.66 per gallon for fiscal year 2025.
Interest Rate Risk We have exposure from variable interest rates primarily related to borrowings under our accounts receivable securitization facility, revolving credit facility, and delayed-draw term loan facility which bear interest based on the Term SOFR. See Note 7, Debt and Credit Facilities .
Interest Rate Risk We have exposure from variable interest rates primarily related to borrowings under our accounts receivable securitization facility, revolving credit facility, and delayed-draw term loan facility which bear interest based on Term SOFR. See Note 7, Debt and Credit Facilities . We manage interest rate exposure through a mix of variable and fixed rate debt and lease financing.
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We manage interest rate exposure through a mix of variable and fixed rate debt and lease financing. As of December 31, 2024, our weighted average interest rate for our variable rate debt instruments was 6.16%.

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