0001692063-26-000013
SEC filingRevenue grew 8% (ex-fuel) driven by Cowan acquisition, but net income fell 11% on higher interest expense.
Schneider National, Inc. is among North America's leading providers of multimodal transportation and logistics solutions. Founded in 1935 and publicly traded on the NYSE under ticker SNDR, the company offers a comprehensive portfolio spanning truckload, intermodal, and logistics services. Schneider leverages advanced technologies including agentic AI, data science, and predictive analytics to create innovative, data-driven solutions. In July 2024, the company was added to the S&P SmallCap 600 Index.
The company operates three reportable segments:
Additionally, Schneider Finance, Inc. leases equipment to third parties, and a wholly owned insurance subsidiary provides insurance for drivers.
Schneider FreightPower® is a digital platform that connects carriers, owner-operators, and shippers, integrating the company's technology platform with its trailer network. The Power Only service leverages a nationwide trailer pool to match third-party capacity with customer demand. MLSI’s TMS is being adopted across brokerage, Power Only, and dedicated businesses. In-cab technology includes MirrorEye (camera mirror replacement), stability control, collision mitigation, lane departure warnings, and driver-facing cameras. The company also operates 19 training academies and a CAT program for candidates without prior driving experience.
Services are marketed directly to customers and through the digital platform. During 2025, Schneider served approximately 7,400 customers, including 136 Fortune 500 companies. Notably, 22 of the top 25 customers used services from all three reportable segments. The logistics segment managed approximately $2.2 billion of third-party freight in 2025. The customer base spans end markets including consumer products, retail, automotive, chemicals, electronics, e-commerce, home improvement, and food and beverage.
The truckload segment is highly competitive and fragmented, with numerous small to mid-sized carriers. Only a limited number of carriers compete across all North American markets. The intermodal market is highly consolidated among three providers, including Schneider. The logistics industry is large, fast-growing, and highly fragmented. Competitors include other logistics providers, brokerage firms, and truckload carriers.
Schneider's mission is to safely deliver goods that enhance lives. The strategy focuses on delivering high-quality customer experiences through integrated, multimodal solutions that provide capacity-oriented services. Key pillars include: investing in advanced technologies (agentic AI, data science, predictive analytics); maintaining a modern, fuel-efficient fleet and expanding lower carbon options like intermodal and BEVs; safety as a core value with comprehensive hiring, training, and technology; fostering an inclusive culture through BRGs and flexible work; and continuous analysis of capital investment for shareholder returns.
As of December 31, 2025, Schneider employed approximately 19,000 associates, with 70% being drivers. The remaining 30% consist of mechanics, warehouse personnel, managers, and corporate staff. About 11% of associates are based at the Green Bay, Wisconsin headquarters. Only four drivers are union members. The company faces industry-wide driver shortages and high turnover, which it addresses through recruitment, training academies, and the CAT program. Owner-operators represent approximately 13% of driver capacity. Associate engagement is measured through annual surveys, and compensation is benchmarked against peers. The company is recognized as a top military-friendly employer and top company for women in transportation.
For the year ended December 31, 2025, Schneider National reported operating revenues of $5.67 billion, a 7% increase from $5.29 billion in 2024. Excluding fuel surcharge, revenues grew 8% to $5.09 billion. The top-line growth was primarily driven by the Cowan acquisition, which boosted Truckload Dedicated volume and contributed to Logistics revenues. Income from operations increased modestly by 2% to $168.9 million, as higher volume and improved Network rates were partially offset by higher salaries, depreciation, and insurance costs. Net income declined 11% to $103.6 million, largely due to a $17.2 million increase in interest expense from debt incurred for the Cowan acquisition and an adverse legal verdict. Adjusted net income fell 10% to $110.2 million. The operating ratio edged up slightly to 97.0% from 96.9%, while the adjusted operating ratio was 96.5% versus 96.3%.
Truckload revenues (ex-fuel) rose 14% to $2.47 billion, driven by a 23% increase in Dedicated volume from the Cowan acquisition and higher Network rates. Income from operations jumped 21% to $108.0 million, benefiting from lower Network purchased transportation and higher gains on equipment sales, partially offset by higher headcount and equipment-related costs. Intermodal revenues (ex-fuel) increased 3% to $1.08 billion on 5% higher volume, though revenue per order fell 2% due to mix. Income from operations rose 19% to $64.7 million, aided by lower rail costs. Logistics revenues (ex-fuel) grew 4% to $1.33 billion, mainly from the Cowan acquisition, but income from operations dropped 24% to $25.0 million due to lower brokerage volume. Other segment loss widened to $28.8 million from $11.1 million, driven by higher corporate costs and insurance claims development.
Management expects 2026 net capital expenditures to range from $400 million to $450 million, including $78.2 million in firm purchase commitments. The company’s strategic priorities include expanding in specialty, dedicated, and asset-light services; investing in technology and AI to improve operations and margins; and disciplined capital allocation to maximize returns. The Cowan acquisition continues to be a key growth driver, though integration costs and higher debt service are expected to persist. No specific revenue or earnings guidance was provided for 2026.
As of December 31, 2025, the company held $201.5 million in cash and cash equivalents and $41.8 million in marketable securities, providing $243.3 million in total liquidity. Total debt including finance lease obligations stood at $402.0 million ($11.1 million current, $390.9 million long-term). Shareholders' equity was $3,024.7 million, resulting in a debt-to-equity ratio of approximately 13.3%. Net debt decreased $117.5 million during the year, driven by $151.4 million in debt repayments partly offset by $100.0 million in new borrowings under the delayed-draw term loan.
Firm purchase commitments for transportation equipment totaled $78.2 million as of year-end. No other material contractual obligations were disclosed. The company also entered into a $21.0 million land purchase agreement in June 2025, which closed in January 2026. Lease obligations (operating and finance) are detailed in Note 8 but are not included in purchase commitments.
Share repurchases totaled $14.6 million in 2025 (0.6 million shares), leaving $39.9 million of authorization remaining under the $150 million program approved in 2023. In January 2026, the Board authorized a new three-year, $150 million share repurchase program. Dividends declared per share were $0.38 in 2025, unchanged from 2024, representing a 5.6% increase from the $0.36 declared in 2023. Total dividends paid were $67.0 million. Capital expenditures (gross) were $384.8 million (6.78% of sales), with $352.0 million for transportation equipment and $32.8 million for other property. Proceeds from asset sales provided $95.6 million, resulting in net capex of $289.2 million.
Segment results reflect varied performance. Truckload generated $2,874.8 million in revenues (up 12.2% YoY) and operating income of $108.0 million (up 21.2%), with an operating margin of 3.76%. Intermodal revenues were $1,249.4 million (+2.0%) and operating income $64.7 million (+18.7%), margin 5.18%. Logistics revenues increased 4.0% to $1,338.9 million, but operating income fell 23.5% to $25.0 million, margin 1.87%. Corporate and other costs were $28.8 million. Goodwill adjustments from the Cowan acquisition reduced purchase accounting goodwill by $40.5 million, reflecting finalization of fair values. Substantially all revenues and assets are U.S.-based.
The Risk Factors section introduces significant new tariff-related risks following the Trump administration's announced import tariffs and reciprocal foreign tariffs. These could reduce customer shipping demand and increase operating costs, though no quantitative estimate is provided. Additionally, the EPA's February 2026 rule eliminating the 2009 GHG Endangerment Finding creates regulatory uncertainty for truck OEMs and residual equipment values, while state-level zero-emission vehicle (ZEV) mandates (e.g., California's ACF) may still apply. The DOL's 2024 Independent Contractor Rule remains in effect, raising misclassification risk for owner-operators.
Driver shortages remain a persistent risk, with intense competition for a limited qualified driver pool potentially requiring higher compensation or reliance on costlier third-party capacity. The July 2025 announcement of the Union Pacific–Norfolk Southern merger introduces new intermodal risks, including less favorable contract terms, service congestion post-merger, and potential operating inefficiencies. Labor disputes at Class I railroads could also disrupt intermodal operations.
The filing explicitly discloses that in 2025, the limits of the company's excess insurance coverage were exhausted for one policy year due to a 2024 adverse fatal-accident verdict and other losses, with interest continuing to accrue. This underscores the material risk from 'nuclear verdicts' and rising premiums for excess coverage layers. The company also faces ongoing litigation related to independent contractor misclassification and general commercial disputes.
Goodwill and long-lived assets total $3.2 billion, with a market capitalization of $4.6 billion; a sustained decline in stock price could trigger impairment. Variable-rate indebtedness (receivables purchase, revolver, term loan) exposes the company to interest rate risk. Capital-intensive truckload and intermodal operations require significant annual expenditures, and mismatched timing with customer demand could force equipment sales at a loss.
The dual-class structure concentrates ~94% voting power in the Schneider family Voting Trust, limiting minority shareholder influence and allowing exemptions from NYSE independence requirements for compensation and governance committees. Anti-takeover provisions in the charter and Wisconsin law further restrict shareholder actions.
While no material cyber incidents have occurred to date, the company experienced a two-day operational disruption in 2022 due to a firmware defect. Ongoing threats (ransomware, phishing) require significant investment in cybersecurity risk management. The deployment of AI technologies introduces risks of inaccurate output, data disclosure, and increased attack surface.
Net income of $103.6M in 2025 was significantly lower than operating cash flow of $637.4M, reflecting large non-cash charges (depreciation & amortization of $450.0M) and working capital inflows. The cash conversion ratio (CFO/Net Income) was 6.2x, indicating strong cash generation relative to earnings.
Capital expenditures (purchases of transportation equipment and other property/equipment) totaled $384.8M, representing 60.4% of CFO. This is a moderate capex intensity, with the company investing heavily in fleet renewal.
Free cash flow (CFO minus capex) was $252.6M, comfortably covering dividends ($67.0M) and share repurchases ($14.6M) with a coverage ratio of 3.1x. The company returned $81.6M to shareholders, a payout ratio of 32.3% of FCF.
Working capital changes were a net source of cash ($16.9M), driven by a $17.9M decrease in receivables and a $8.8M increase in claims reserves, partially offset by a $20.7M decrease in payables. There were no significant one-time tax payments or unusual items.