UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 5, 2017

SCHNEIDER NATIONAL, INC.

(Exact Name of Registrant as Specified in its Charter)

3101 Packerland Drive

Green Bay, WI 54313

(Address of Principal Executive Office)

Registrant’s telephone number, including area code: (920) 592-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

ITEM 1.01 – Entry into a Material Definitive Agreement.

On April 11, 2017, Schneider National, Inc., a Wisconsin corporation (the “Company”), closed its previously announced initial public offering (the “IPO”) of 28,947,000 shares of its Class B common stock, no par value (the “Class B Common Stock”). The Company has granted the underwriters the option to purchase an additional 4,342,000 shares of Class B Common Stock, which has not been exercised to date.

In connection with the IPO, on April 5, 2017, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC, UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters listed in Schedule II thereto, and the selling stockholders listed in Schedule I thereto, which became effective upon the satisfaction of certain conditions set forth therein. The underwriting agreement is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company also entered into a registration rights agreement, which became effective upon the closing of the IPO and is described in detail in the Company’s Registration Statement on Form S-1 (File No. 333-203852), as amended (the “Registration Statement”). The registration rights agreement is filed herewith as Exhibit 4.1 and is incorporated herein by reference.

ITEM 5.03 – Amendments to Articles of Incorporation or Bylaws.

Upon the closing of the IPO, the Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”) and the Amended and Restated Bylaws of the Company became finally effective. A description of the Company’s capital stock giving effect to the adoption of the Amended and Restated Articles and the Amended and Restated Bylaws is set forth in the Registration Statement. The Amended and Restated Articles and the Amended and Restated Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

ITEM 8.01 – Other Events.

On April 11, 2017, the Company issued a press release announcing the closing of the IPO. A copy of the press release is furnished herewith as Exhibit 99.1.

ITEM 9.01 – Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX