Knight-Swift (NYSE: KNX) CEO exercises 18,513 RSUs; 8,131 shares withheld

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. CEO Adam W. Miller reported the vesting and conversion of restricted stock units into Class A common stock, together with related tax withholding in shares. On January 31, 2026, he exercised RSUs that convert to common stock on a one-for-one basis, increasing indirect holdings in a joint account with his spouse. A total of 8,131 shares of Class A common stock were delivered to cover tax liabilities at a price of $55.10 per share, leaving 179,822 shares held indirectly in the joint account following the transactions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Miller Adam W

(Last) (First) (Middle)

2002 W WAHALLA LN

(Street)

PHOENIX ARIZONA 85027

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Knight-Swift Transportation Holdings Inc. [ KNX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2026

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/31/2026		M		6,134	A	(1)	175,574	I	Joint Account with Spouse(5)
Class A Common Stock	01/31/2026		F		2,764	D	$55.1	172,810	I	Joint Account with Spouse(5)
Class A Common Stock	01/31/2026		M		5,709	A	(1)	178,519	I	Joint Account with Spouse(5)
Class A Common Stock	01/31/2026		F		2,475	D	$55.1	176,044	I	Joint Account with Spouse(5)
Class A Common Stock	01/31/2026		M		6,670	A	(1)	182,714	I	Joint Account with Spouse(5)
Class A Common Stock	01/31/2026		F		2,892	D	$55.1	179,822	I	Joint Account with Spouse(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/31/2026		M			6,134	01/31/2026	(2)	Class A Common Stock	6,134	$0	0	D
Restricted Stock Units	(1)	01/31/2026		M			5,709	01/31/2026	(3)	Class A Common Stock	5,709	$0	5,883	D
Restricted Stock Units	(1)	01/31/2026		M			6,670	01/31/2026	(4)	Class A Common Stock	6,670	$0	13,545	D

Explanation of Responses:

1. Restricted stock units convert to Class A Common Stock on a one-for-one basis.

2. The remaining stock units vested on January 31, 2026. Stock is issued when and as vested.

3. The restricted stock units vest as follows: 33% on January 31 2025; 33% on January 31, 2026; and 34% on January 31, 2027. Stock is issued when and as vested.

4. The restricted stock units vest as follows: 33% on January 31 2026; 33% on January 31, 2027; and 34% on January 31, 2028. Stock is issued when and as vested.

5. Amended to reflect joint account held by Adam Wayne Miller and Nichole A Miller JTWROS (joint with rights of survivorship).

	James Brophy / Attorney in Fact	03/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Knight-Swift (KNX) CEO Adam Miller report in this Form 4/A?

Adam W. Miller reported RSU vesting and conversion into Knight-Swift Class A common stock, along with share-based tax withholding. These are compensation-related events, not open-market trades, and adjust his equity position mainly through automatic plan mechanics.

How many Knight-Swift (KNX) restricted stock units did the CEO convert?

The filing shows exercises of 18,513 restricted stock units into Knight-Swift Class A common stock. Footnotes state RSUs convert to common stock on a one-for-one basis, so each vested unit produced one share as part of the equity compensation program.

How many Knight-Swift (KNX) shares were withheld for taxes in this filing?

A total of 8,131 Knight-Swift Class A common shares were disposed of under code F for tax withholding. These shares were valued at $55.10 each, satisfying tax obligations tied to the RSU vesting rather than representing discretionary market sales.

What is Adam Miller’s Knight-Swift (KNX) share balance after these transactions?

After the reported transactions, Adam W. Miller indirectly holds 179,822 Knight-Swift Class A common shares. The shares are reported as held in a joint account with his spouse, reflecting their combined ownership position following the RSU conversions and tax withholding.

How are Adam Miller’s Knight-Swift (KNX) shares owned according to this Form 4/A?

The filing shows indirect ownership through a joint account with his spouse, labeled as JTWROS. Transactions coded as M and F involve this joint account, indicating the shares are held with rights of survivorship rather than solely in his individual name.

What do the vesting footnotes say about Knight-Swift (KNX) RSUs in this filing?

Footnotes explain that specific RSU grants vest in tranches over dates including January 31, 2025, 2026, 2027, and 2028. Stock is issued when and as vested, meaning common shares are delivered only as each scheduled vesting date is reached.