Schneider National Inc-B 2024年度报告

FORM10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2024OR For the transition period fromtoCommission File Number:001-38054 Schneider National, Inc. (Exact Name of Registrant as Specified in Its Charter)_____________________________________________________________________________ 39-1258315 Wisconsin (IRS Employer Identification No.) (State of Incorporation) 3101 South Packerland Drive Green Bay,Wisconsin54313 (920)592-2000 (Registrant’s Telephone Number, Including Area Code) Securities registered pursuant to Section 12(b) of the Act: Name of each exchange on which registered New York Stock Exchange SNDR Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Table of Contents Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that☒ prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐☒ The aggregate market value of Class B common stock held by non-affiliates on June 30, 2024, the last business day of the registrant’s most recentlycompleted second fiscal quarter, was approximately $1,275.1million. The registrant’s Class A common stock is not listed on a national securitiesexchange or traded in an organized over-the-counter market, but each share of the registrant’s Class A common stock is convertible into one share ofthe registrant’s Class B common stock. As of February19, 2025, the registrant had83,029,500shares of ClassA common stock, no par value, outstanding and92,458,180shares of ClassBcommon stock, no par value, outstanding. DOCUMENTS INCORPORATED BY REFERENCEPortions of the Proxy Statement for the registrant’s2025Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. SCHNEIDER NATIONAL, INC.ANNUAL REPORT ON FORM 10-KFor the Fiscal Year Ended December31, 2024TABLE OF CONTENTS PART I. ITEM1.BusinessITEM1A.Risk FactorsITEM 1B.Unresolved Staff CommentsITEM 1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety DisclosuresPART II.ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases ofEquity SecuritiesITEM 6.[Reserved]ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsITEM 7A.Quantitative and Qualitative Disclosures about Market RiskITEM 8.Financial Statements and Supplementary DataReports of Independent Registered Public Accounting Firm (PCAOB ID No.34)Consolidated Statements of Comprehensive IncomeConsolidated Balance SheetsConsolidated Statements of Cash FlowsConsolidated Statements of Shareholders’ EquityNotes to Consolidated Financial Statemen