[8-K/A] Knight-Swift Transportation Holdings Inc. Amends Material Event Report

Rhea-AI Filing Summary

Microchip Technology Inc. (MCHP) Form 4/A reports equity awards to Senior VP-Operations Mathew B. Bunker dated 01 Oct 2024. The executive acquired 4,849 share-settled units at no cost:

• Performance Stock Units (PSUs): 1,936 units linked to a 12-quarter cumulative non-GAAP operating-margin goal and 379 units linked to an 8-quarter goal.
• Restricted Stock Units (RSUs): 1,935, 378 and 221 units vesting between Aug 2026 and Nov 2028.

This amendment corrects the performance period for the 379-unit PSU grant to eight quarters ending 30 Sep 2026. After the grant, Bunker beneficially owns 20,646 common shares (20,571 directly; 75 indirectly through his daughter) in addition to the new units. No shares were sold, so there is no immediate cash flow or dilution impact. The awards reinforce long-term alignment with margin performance but are routine for senior leadership and carry limited near-term financial significance for shareholders.

Positive

• 4,849 PSUs/RSUs granted increase executive equity stake, enhancing shareholder alignment

Negative

• Potential future dilution once units vest, though magnitude is immaterial

Insights

Sell-Side Equity Analyst

TL;DR: Routine equity grants; no buys or sells; neutral valuation impact.

The filing discloses 4,849 PSUs/RSUs granted to the SVP of Operations. Because awards were issued at $0 and represent less than 0.01% of diluted share count, immediate dilution is immaterial. The amendment merely corrects an 8-quarter performance window, so accounting treatment is unchanged. Insider still holds 20.6k shares, signalling continued exposure to share performance, but investors should not read this as a bullish purchase. Overall, I rate the disclosure neutral; it neither alters financial forecasts nor governance risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________________________________________________________________________________

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2025

___________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware

001-35007

20-5589597

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $0.01 Par Value

KNX

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company                                                ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Explanatory note

This Amendment No. 1 on Form 8-K/A (this "Form 8-K/A") is an amendment to the Current Report on Form 8-K of Knight-Swift Transportation Holdings Inc. (the "Company"), filed on July 14, 2025 (the "Original Form 8-K"). Following the initial filing of the Original Form 8-K, the Company discovered that the wrong item was inadvertently tagged in the submission (Item 2.02 rather than Item 1.02). The Company is amending the Original Form 8-K to include the correct item tag. No disclosure in the Original Form 8-K is changed as a result of this filing.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On July 8, 2025 (the "Closing Date"), Knight-Swift Transportation Holdings Inc. (the "Company") entered into a $2.5 billion unsecured credit facility with the lenders thereto, Bank of America, N.A. as Administrative Agent, Swingline Lender, and Issuing Lender and PNC Capital Markets, LLC and Wells Fargo Bank, National Association as Co-Syndication Agents (the "2025 Debt Agreement"), replacing the Company's previous $2.3 billion unsecured credit facility (the "2021 Debt Agreement") and the Company’s previous $250 million unsecured term loan (the “2023 Term Loan”). The 2025 Debt Agreement includes the following facilities:

•$1.5 billion revolving line of credit (the "2025 Revolver"), $672.0 million of which was drawn upon the Closing Date, maturing July 8, 2030

•$700.0 million term loan (the "2025 Term Loan A-1"), maturing July 8, 2030

•$300.0 million term loan (the "2025 Term Loan A-2"), maturing January 8, 2027

There are no scheduled principal payments due on the 2025 Revolver, or the 2025 Term Loan A-2 until the respective maturity dates noted above. For the 2025 Term Loan A-1, scheduled principal payments commence on September 30, 2028, payable in equal quarterly installments of $8.8 million, with the remaining outstanding balance due at the final maturity date on July 8, 2030. The interest rates applicable to the 2025 Debt Agreement are subject to leverage-based grids and as of the Closing Date were equal to the Secured Overnight Financing Rate ("SOFR") plus 1.55% for the 2025 Revolver and 2025 Term Loan A-1 and SOFR plus 1.425% for the 2025 Term Loan A-2.

The remaining terms of the 2025 Debt Agreement are substantially similar to those of the 2021 Debt Agreement and include certain financial covenants with respect to a maximum consolidated net leverage ratio and a minimum consolidated interest coverage ratio, usual and customary events of default for a facility of this nature which provide that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the 2025 Debt Agreement may be accelerated, and the lenders' commitments may be terminated, and certain usual and customary restrictions and covenants relating to, among other things, dividends (which would be restricted only if a default or event of default had occurred and was continuing or would result therefrom), liens, affiliate transactions, and other indebtedness.

The foregoing description of the 2025 Debt Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 2025 Debt Agreement, which will be filed with the Company's Form 10-Q for the quarter ended September 30, 2025.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

Concurrently with entering into the 2025 Debt Agreement on the Closing Date, the Company paid off and terminated the 2021 Debt Agreement and the 2023 Term Loan.

The 2021 Debt Agreement was by and among the Company as the borrower, the lenders party thereto, Bank of America, N.A. as Administrative Agent, Swingline Lender and Issuing Lender, and PNC Bank National Association and Wells Fargo Bank, National Association as Co-Syndication Agents. The 2021 Debt Agreement included a $1.1 billion revolving credit facility (of which $312.0 million face value was outstanding as of the Closing Date), an $800.0 million term loan (of which $760.0 million face amount was outstanding as of the Closing Date) and a $350.0 million term loan, which were each scheduled to mature on September 3, 2026.

On the Closing Date, there was $250.0 million outstanding under the 2023 Term Loan, an agreement that was by and among the Company as the borrower, the lenders party thereto, Bank of America, N.A. as Administrative Agent, and PNC Bank National Association and Wells Fargo Bank, National Association as Co-Syndication Agents. The 2023 Term Loan was scheduled to mature on September 3, 2026.

Upon the Closing Date, proceeds from the 2025 Term Loans A-1 and A-2, $672.0 million drawn under the 2025 Revolver, and $8.4 million of cash on hand were used to pay off the then-outstanding balances and accrued interest and fees under the 2021 Debt Agreement and the 2023 Term Loan, as well as certain transaction fees and expenses associated with the 2025 Debt Agreement.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

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.

Knight-Swift Transportation Holdings Inc.

(Registrant)

Date:

July 21, 2025

/s/ Andrew Hess

Andrew Hess

Chief Financial Officer

FAQ

How many equity units did MCHP grant to SVP Mathew Bunker on Oct 1 2024?

A total of 4,849 units (2,315 PSUs and 2,534 RSUs) were granted at no cost.

What performance metric governs the MCHP PSUs disclosed in the Form 4/A?

PSUs vest based on cumulative non-GAAP operating margin targets of 40% over 8- or 12-quarter periods.

When will the newly granted RSUs to MCHP’s SVP vest?

RSUs vest Aug 15 2026, Nov 15 2027, and Nov 15 2028, subject to continued service.

Did the Form 4/A show any insider sales of MCHP shares?

No. The filing reports only equity grants; no shares were sold or disposed.

What is Mathew Bunker’s total direct and indirect share ownership after the filing?

He beneficially owns 20,646 common shares, of which 75 are held indirectly via his daughter.