0000892712-25-000022.txt : 20250131 0000892712-25-000022.hdr.sgml : 20250131 20250131150438 ACCESSION NUMBER: 0000892712-25-000022 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250131 DATE AS OF CHANGE: 20250131 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Schneider National, Inc. CENTRAL INDEX KEY: 0001692063 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 391258315 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89958 FILM NUMBER: 25577946 BUSINESS ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 BUSINESS PHONE: 920-592-2000 MAIL ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DePrey Mary P. CENTRAL INDEX KEY: 0001701072 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 3101 SOUTH PACKERLAND DRIVE CITY: GREEN BAY STATE: WI ZIP: 54313 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000892712-17-000357 0001701072 XXXXXXXX LIVE 7 Class B Common Stock, no par value per share 01/31/2025 false 0001692063 80689H102 Schneider National, Inc.

3101 SOUTH PACKERLAND DRIVE GREEN BAY WI 54313

Dennis F. Connolly 414-273-3500 Godfrey & Kahn, S.C. 833 East Michigan Street, Suite 1800 Millwaukee WI 53202 0001701072 N DePrey Mary P. OO N 1587419.00 17413000.00 1587419.00 17413000.00 19000419.00 N 17.5 IN 0001704142 N Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey OO N WI 0.00 8400000.00 8400000.00 0.00 8400000.00 N 8.3 OO 0001701163 N Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey OO N WI 723190.00 7005900.00 7729090.00 0.00 7729090.00 N 7.8 OO Class B Common Stock, no par value per share Schneider National, Inc. 3101 SOUTH PACKERLAND DRIVE GREEN BAY WI 54313 Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. Includes 1,024,757 shares of Class B Common Stock held in trust for the benefit of the Reporting Person's children for which the Reporting Person serves as sole trustee. The shares reported in Item 8 consist of 16,605,900 shares of Class A Common Stock and 807,100 shares of Class B Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by trusts for the benefit of the Reporting Person and her descendants of which the Reporting Person is a co-trustee. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The shares reported in Item 9 consist of shares of Class B Common Stock. The shares reported in Item 10 consist of 16,605,900 shares of Class A Common Stock and 807,100 shares of Class B Common Stock. The calculation in Item 13 is based on 92,155,677 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and as filed with the SEC on November 6, 2024. Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey: The shares reported in Items 8 and 9 consist of shares of Class A common stock, no par value per share ("Class A Common Stock"), of Schneider National, Inc., a Wisconsin corporation (the "Issuer"). The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The calculation in Item 13 is based on 92,155,677 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and as filed with the SEC on November 6, 2024. Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey: The shares reported in Item 7 consist of shares of Class B Common Stock. The shares reported in Item 8 consist of shares of Class A Common Stock. The Reporting Person's interest in the Class A Common Stock is represented by trust certificates issued by the Schneider National, Inc. Voting Trust and held by the Reporting Person. Each share of Class A Common Stock will automatically convert into a share of Class B Common Stock on a one-for-one basis upon any transfer of such share of Class A Common Stock in exchange for a trust certificate representing such share. The shares reported in Item 9 consist of 7,005,900 shares of Class A Common Stock and 723,190 shares of Class B Common Stock. The calculation in Item 13 is based on 92,155,677 shares of Class B common stock, no par value per share ("Class B Common Stock"), of the Issuer outstanding as of October 25, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and as filed with the SEC on November 6, 2024. Explanatory Note: This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D originally filed on April 21, 2017 and as subsequently amended (the "Original Schedule 13D"), and is being filed jointly on behalf of the Donald J. Schneider Childrens Trust #2 f/b/o Mary P. DePrey, a Wisconsin trust (the "Childrens Trust"), the Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey (the "2000 Trust, " and together with the Childrens Trust, the "Trusts"), and Mary P. DePrey, in her individual capacity and as a co-trustee of the Trusts (together the "Reporting Persons"), relating to the shares of Class A common stock, no par value per share ("Class A Common Stock"), and Class B common stock, no par value per share ("Class B Common Stock"), of Schneider National, Inc., a Wisconsin corporation. Unless otherwise defined or modified below, capitalized terms used in this Amendment No. 7 to Schedule 13D shall have the meaning ascribed to them in the Original Schedule 13D. All disclosure for items contained in the Original Schedule 13D where no new information is provided for such item in this Amendment No. 7 to Schedule 13D is incorporated herein by this reference. Item 3 of the Original Schedule 13D is supplemented with the following: Between February 1, 2024 and January 31, 2025, Ms. DePrey acquired 24,528 shares of Class B Common Stock by gift. As of January 31, 2025, the Reporting Persons beneficially owned an aggregate of 16,605,900 shares of Class A Common Stock and 2,394,519 shares of Class B Common Stock. DePrey Mary P. /s/ Mary P. DePrey 01/31/2025 Donald J. Schneider Children's Trust #2 f/b/o Mary P. DePrey /s/ Mary P. DePrey 01/31/2025 /s/ Joan D. Klimpel 01/31/2025 Donald J. Schneider 2000 Trust f/b/o Mary P. DePrey /s/ Mary P. DePrey 01/31/2025 /s/ Joan D. Klimpel 01/31/2025