Knight-Swift (NYSE: KNX) prices $1.5B 2031 convertible notes deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Knight-Swift Transportation Holdings Inc. completed a private offering of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031, including the full $200 million overallotment. The notes mature on November 15, 2031, pay 1.00% interest semiannually, and are senior unsecured obligations.
The initial conversion rate is 12.4835 shares per $1,000 (about $80.11 per share), a 30% premium to the $61.62 stock price on May 5, 2026, with customary adjustment and make-whole features. Based on this rate, the notes are initially convertible into 18,725,250 shares, and in limited cases up to 24,342,600 shares.
Net proceeds were approximately $1.46 billion. The company spent $107.1 million on capped call transactions with a cap price of about $104.75 to mitigate conversion dilution and/or excess cash payments. Remaining proceeds are earmarked to repay $300 million of term debt due 2027, $436 million of a 2030 term loan, and $620 million outstanding under its revolver.
Positive
- None.
Negative
- None.
Insights
Knight-Swift raises low-cost convertible debt and refinances existing loans.
Knight-Swift issued $1.5 billion of 1.00% Convertible Senior Notes due 2031, securing long-dated, low-coupon funding. The initial conversion price of about $80.11 per share is a 30% premium to the $61.62 stock price on May 5, 2026, limiting near-term conversion likelihood.
Net proceeds of about $1.46 billion will be used to retire bank debt, including $300 million due 2027, $436 million of a 2030 term loan, and $620 million on the revolver. This shifts the capital mix toward unsecured convertible notes with a capped call struck near $104.75 to reduce potential dilution.
The transaction replaces shorter-term, likely higher-cost loans with longer-dated paper, while introducing possible future equity issuance if the stock trades well above the conversion price. Actual impact will depend on future share performance and how much of the notes are ultimately converted versus repaid in cash.
8-K Event Classification
5 items: 1.01, 2.03, 3.02, 8.01, 9.01
5 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Convertible notes issued: $1.5 billion principal
Interest rate: 1.00% per year
Net proceeds: $1.46 billion
+5 more
8 metrics
Convertible notes issued
$1.5 billion principal
1.00% Convertible Senior Notes due 2031
Interest rate
1.00% per year
Paid semiannually starting November 15, 2026
Net proceeds
$1.46 billion
After discounts and expenses from the offering
Capped call cost
$107.1 million
Paid to enter capped call transactions
Debt repayments planned
$1.356 billion total
$300M 2027 term loan, $436M 2030 term loan, $620M revolver
Initial conversion rate
12.4835 shares per $1,000
Implies ~$80.11 conversion price per share
Shares underlying notes
18,725,250 shares
Initial shares issuable on conversion
Capped call price
$104.75 per share
70% premium to $61.62 stock price on May 5, 2026
Key Terms
Convertible Senior Notes, capped call transactions, conversion rate, fundamental change, +2 more
6 terms
Convertible Senior Notes financial
"private offering of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
capped call transactions financial
"entered into privately negotiated capped call transactions with certain of the initial purchasers"
Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.
conversion rate financial
"The conversion rate for the Notes will initially be 12.4835 shares of common stock per $1,000"
Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.
fundamental change financial
"If the Company undergoes a "fundamental change" (as defined in the Indenture)"
A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.
qualified institutional buyers regulatory
"in a private placement only to persons reasonably believed to be “qualified institutional buyers”"
Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.
Rule 144A regulatory
"for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A"
Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.
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): May 5, 2026
___________________________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________________________________________________________________________________________
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||
(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 | |||||||||||||||
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. ☐
| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT | ||||
Indenture and Notes
On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") completed its previously announced private offering (the "Offering") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031 (the "Notes"), including the exercise in full of the initial purchasers' option to purchase up to an additional $200.0 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated May 8, 2026 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee.
The Notes are general senior unsecured obligations of the Company and will mature on November 15, 2031, unless earlier converted, redeemed or repurchased. The Notes will bear interest at a rate of 1.00% per year, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026. Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding August 15, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.01 per share (the "common stock"), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the "measurement period") in which the "trading price" (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after August 15, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted, in the manner and subject to the terms and conditions provided in the Indenture.
The conversion rate for the Notes will initially be 12.4835 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $80.11 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 30% over the last reported sale price of $61.62 per share of the common stock on the New York Stock Exchange on May 5, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called) for redemption in connection with such notice of redemption, as the case may be.
The Company may not redeem the Notes prior to May 21, 2029. The Company may redeem for cash all or any portion of the Notes (subject to certain limitations described in the Indenture), at its option, on a redemption date on or after May 21, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.
If the Company undergoes a "fundamental change" (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Indenture includes customary covenants and sets forth certain events of default. The following events are considered "events of default" under the Indenture:
•default in any payment of interest on any Note when due and payable and the default continues for a period of 30 days;
•default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon any required repurchase, upon declaration of acceleration or otherwise;
•failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;
•failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, in either case when due and such failure continues for five business days, or (ii) notice of a specified corporate transaction when due and such failure continues for three business days;
•failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;
•failure by the Company to comply with any of the other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;
•default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $150,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and
•certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.
If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid interest on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may, declare 100% of the principal of and accrued and unpaid interest, if any, on, all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the Company’s failure to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive additional interest on the Notes as set forth in the Indenture.
The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to, another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such transaction, no default or event of default has occurred and is continuing under the Indenture.
A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).
Capped Call Transactions
On May 5, 2026, in connection with the pricing of the Notes, and on May 6, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates and other financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of the common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $104.75 per share (which represents a premium of 70% over the last reported sale price of the common stock of $61.62 per share on the New York Stock Exchange on May 5, 2026), and is subject to certain adjustments under the terms of the capped call transactions.
Proceeds
The Company’s net proceeds from the Offering were approximately $1.46 billion after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used $107.1 million of the net proceeds to pay the cost of the capped call transactions described above. The Company expects to use the remaining net proceeds to repay all $300.0 million principal amount outstanding under its term loan due 2027, to repay $436.0 million of the $700.0 million principal amount outstanding under its term loan due 2030 and all $620 million of the principal amount outstanding under its revolving line of credit.
| 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 under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES | ||||
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Section 4(a)(2) and Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated May 5, 2026 by and among the Company and the representatives of the initial purchasers.
The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.
Based on the initial conversion rate, the Notes are convertible into 18,725,250 shares of common stock and, in limited circumstances, are convertible into a maximum of 24,342,600 shares of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.
| ITEM 8.01 | OTHER EVENTS | ||||
Press Releases
On May 5, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On May 6, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking Statements
Any statements made in this Current Report on Form 8-K that are not based on historical fact are forward looking statements, including statements concerning capped call transactions, including the potential dilution reduction, the conversion of the Notes and the anticipated use of proceeds from the Offering. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek," "plan," "project," "target," "looking ahead," "look to," "move into," and similar expressions are intended to identify forward-looking statements. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, the Company's actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions ("Future Factors"), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section "Risk Factors" included in the Company'’s Form 10-K and Form 10-Q filings with the SEC and other filings that the Company makes from time to time with the SEC, which are available on the SEC's website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS | ||||
(d) Exhibits
| Exhibit | Description | |||||||
Exhibit 4.1 | Indenture, dated as of May 8, 2026, by and between Knight-Swift Transportation Holdings Inc. and U.S. Bank Trust Company, National Association, as Trustee | |||||||
Exhibit 4.2 | Form of Global Note, representing Knight-Swift Transportation Holdings Inc.’s 1.00% Convertible Senior Notes due 2031 (included as Exhibit A to the Indenture filed as Exhibit 4.1) | |||||||
Exhibit 10.1 | Form of Confirmation for Capped Call Transactions | |||||||
Exhibit 99.1 | Press release titled "Knight-Swift Transportation Holdings Inc. Announces Proposed Private Placement of $1.0 Billion of Convertible Senior Notes," dated May 5, 2026 | |||||||
Exhibit 99.2 | Press release titled "Knight-Swift Transportation Holdings Inc. Announces Pricing of Upsized $1.3 Billion Offering of Convertible Senior Notes," dated May 6, 2026 | |||||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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: | May 8, 2026 | /s/ Andrew Hess | |||||||||||||||
| Andrew Hess | |||||||||||||||||
| Chief Financial Officer | |||||||||||||||||
Exhibit 99.1
Knight-Swift Transportation Holdings Inc. Announces Proposed Private Placement of
$1.0 Billion of Convertible Senior Notes
PHOENIX--(BUSINESS WIRE)-- Knight-Swift Transportation Holdings Inc. (NYSE:KNX) (the “Company” or “Knight-Swift”), one of North America’s largest and most diversified freight transportation companies, announced today that it intends to offer, subject to market conditions and other factors, $1.0 billion aggregate principal amount of Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Knight-Swift also intends to grant the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of the notes.
The notes will be general senior unsecured obligations of Knight-Swift and will accrue interest payable semiannually in arrears. Upon conversion, Knight-Swift will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Knight-Swift’s common stock or a combination of cash and shares of Knight-Swift’s common stock, at Knight-Swift’s election, in respect of the remainder, if any, of Knight-Swift’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.
Knight-Swift expects to use the net proceeds from the offering to pay the cost of the capped call transactions described below, to repay all $300 million principal amount outstanding under its term loan due 2027, to repay $400 million of the $700 million principal amount outstanding under its term loan due 2030 (the “2025 Term Loan A-1”) and, to the extent of any remaining proceeds, to repay a portion of the principal amount outstanding under its revolving line of credit (the “Revolver”). If the initial purchasers exercise their option to purchase additional notes, Knight-Swift expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties (as defined below), repay additional principal amounts outstanding under the Revolver, and, to the extent of any remaining proceeds, repay additional principal amounts outstanding under the 2025 Term Loan A-1.
In connection with the pricing of the notes, Knight-Swift expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Knight-Swift’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to Knight-Swift’s common stock upon any conversion of notes and/or offset any cash payments Knight-Swift is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Knight-Swift expects that the option counterparties or their respective affiliates will purchase shares of Knight-Swift’s common stock and/or enter into various derivative transactions with respect to Knight-Swift’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Knight-Swift’s common stock or the notes at that time.
In addition, Knight-Swift expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Knight-Swift’s common stock and/or purchasing or selling Knight-Swift’s common stock or other securities of Knight-Swift in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent Knight-Swift exercises the relevant election under the capped call transactions, following any repurchase or redemption of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Knight-Swift’s common stock or the notes which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any
1
observation period related to a conversion of notes, this could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of its notes.
The notes and any shares of Knight-Swift’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Knight-Swift
Knight-Swift is one of North America’s largest and most diversified freight transportation companies providing multiple full truckload, less-than-truckload, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Forward-Looking Statements
Any statements made in this release that are not based on historical fact are forward-looking statements, including statements concerning the proposed terms of the notes and capped call transactions, the completion, timing and size of the proposed offering of the notes and capped call transactions, the anticipated use of proceeds from the offering and the grant of the option to the initial purchasers. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Knight-Swift’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Risk Factors” included in Knight-Swift’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission (the “SEC”) and other filings that Knight-Swift makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Knight-Swift undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contacts
Adam Miller, Chief Executive Officer
Andrew Hess, Chief Financial Officer
Brad Stewart, Treasurer and SVP
(602) 606-6349
2
Exhibit 99.2
Knight-Swift Transportation Holdings Inc. Announces Pricing of
Upsized $1.3 Billion Offering of Convertible Senior Notes
PHOENIX--(BUSINESS WIRE)-- Knight-Swift Transportation Holdings Inc. (NYSE:KNX) (the “Company” or “Knight-Swift”), one of North America’s largest and most diversified freight transportation companies, announced today the pricing of $1.3 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $1.0 billion aggregate principal amount of notes. Knight-Swift has also granted the initial purchasers of the notes an option to purchase, during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $200.0 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on May 8, 2026, subject to customary closing conditions.
The notes will be general senior unsecured obligations of Knight-Swift and will accrue interest payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 1.00% per year. The notes will mature on November 15, 2031, unless earlier converted, redeemed or repurchased.
Knight-Swift estimates that the net proceeds to Knight-Swift from the offering will be approximately $1.27 billion (or approximately $1.46 billion if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Knight-Swift. Knight-Swift expects to use the net proceeds from the offering to pay the approximately $92.8 million cost of the capped call transactions described below, to repay all $300 million principal amount outstanding under its term loan due 2027, to repay $400 million of the $700 million principal amount outstanding under its term loan due 2030 (the “2025 Term Loan A-1”) and to repay a portion of the principal amount outstanding under its revolving line of credit (the “Revolver”) with the remaining proceeds. If the initial purchasers exercise their option to purchase additional notes, Knight-Swift expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties (as defined below), repay additional principal amounts outstanding under the Revolver, and, to the extent of any remaining proceeds, repay additional principal amounts outstanding under the 2025 Term Loan A-1.
The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Knight-Swift will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of Knight-Swift’s common stock or a combination of cash and shares of Knight-Swift’s common stock, at Knight-Swift’s election, in respect of the remainder, if any, of Knight-Swift’s conversion obligation in excess of the aggregate principal amount of the notes being converted.
The conversion rate will initially be 12.4835 shares of Knight-Swift’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $80.11 per share of Knight-Swift’s common stock). The initial conversion price represents a premium of approximately 30% over the last reported sale price of $61.62 per share of Knight-Swift’s common stock on May 5, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if Knight-Swift delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.
Knight-Swift may not redeem the notes prior to May 21, 2029. Knight-Swift may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after May 21, 2029 and before the 31st scheduled trading day immediately prior to the maturity date if the last reported sale price of Knight-Swift’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Knight-Swift provides notice of
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redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If Knight-Swift undergoes a “fundamental change” (as defined in the indenture that will govern the notes) then, subject to certain conditions and exceptions, holders may require Knight-Swift to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
In connection with the pricing of the notes, Knight-Swift entered into privately negotiated capped call transactions with certain of the initial purchasers or affiliates thereof and other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Knight-Swift’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Knight-Swift’s common stock upon any conversion of notes and/or offset any cash payments Knight-Swift is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
The cap price of the capped call transactions relating to the notes will initially be approximately $104.75, which represents a premium of 70% over the last reported sale price of Knight-Swift’s common stock on the New York Stock Exchange on May 5, 2026, and is subject to certain adjustments under the terms of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, Knight-Swift expects that the option counterparties or their respective affiliates will purchase shares of Knight-Swift’s common stock and/or enter into various derivative transactions with respect to Knight-Swift’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Knight-Swift’s common stock or the notes at that time.
In addition, Knight-Swift expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Knight-Swift’s common stock and/or purchasing or selling Knight-Swift’s common stock or other securities of Knight-Swift in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent Knight-Swift exercises the relevant election under the capped call transactions, following any repurchase or redemption of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Knight-Swift’s common stock or the notes which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of its notes.
The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The notes and any shares of Knight-Swift’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About Knight-Swift
Knight-Swift is one of North America’s largest and most diversified freight transportation companies providing multiple full truckload, less-than-truckload, intermodal, and logistics services. Knight-Swift uses a nationwide network of business units and terminals in the United States and Mexico to serve customers throughout North
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America. In addition to operating one of the country's largest tractor fleets, Knight-Swift also contracts with third-party equipment providers to provide a broad range of truckload services to our customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.
Forward-Looking Statements
Any statements made in this release that are not based on historical fact are forward-looking statements, including statements concerning the proposed terms of the notes and capped call transactions, the timing and completion of the proposed offering of the notes and capped call transactions, the anticipated use of proceeds from the offering and the grant of the option to the initial purchasers. Any forward-looking statements made in this release represent management’s best judgment as to what may occur in the future. However, Knight-Swift’s actual outcome and results are not guaranteed and are subject to certain risks, uncertainties and assumptions (“Future Factors”), and may differ materially from what is expressed. For a description of Future Factors that could cause actual results to differ materially from such forward-looking statements, see the discussion under the section “Risk Factors” included in Knight-Swift’s Form 10-K and Form 10-Q filings with the Securities and Exchange Commission (the “SEC”) and other filings that Knight-Swift makes from time to time with the SEC, which are available on the SEC’s website at www.sec.gov. All forward-looking statements contained in this press release speak only as of the date on which they were made. Knight-Swift undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contacts
Adam Miller, Chief Executive Officer
Andrew Hess, Chief Financial Officer
Brad Stewart, Treasurer and SVP
(602) 606-6349
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FAQ
What did Knight-Swift (KNX) announce in this 8-K filing?
Knight-Swift completed a private offering of $1.5 billion 1.00% Convertible Senior Notes due 2031. The company detailed terms, capped call transactions, and plans to use proceeds mainly to repay existing debt and its revolving credit facility.
What are the key terms of Knight-Swift’s 1.00% Convertible Senior Notes due 2031?
The notes are senior unsecured, mature on November 15, 2031, and bear interest at 1.00% per year, payable semiannually. They are convertible at an initial rate of 12.4835 shares per $1,000 principal, implying an initial conversion price of about $80.11 per share.
How much cash did Knight-Swift (KNX) raise from the convertible notes offering?
Knight-Swift generated approximately $1.46 billion in net proceeds from the $1.5 billion convertible notes issuance. This is after deducting initial purchasers’ discounts, commissions, and estimated offering expenses payable by the company.
How will Knight-Swift use the proceeds from the convertible notes?
Knight-Swift plans to use the net proceeds to pay $107.1 million for capped call transactions, repay $300 million of term debt due 2027, $436 million of a 2030 term loan, and fully repay $620 million outstanding under its revolving credit facility.
Who could buy Knight-Swift’s new convertible notes and are they registered?
The notes were sold privately to investors reasonably believed to be qualified institutional buyers under Rule 144A. The notes and any conversion shares are not registered under the Securities Act and can only be offered or sold under applicable registration exemptions.