Knight-Swift (NYSE: KNX) CEO exercises RSUs, withholds 7,699 shares for tax

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. CEO Adam W. Miller reported a routine equity compensation event involving performance-based restricted stock units. On March 12, 2026, he exercised 17,758 Performance Restricted Stock Units, which converted into an equal number of shares of Class A Common Stock on a one-for-one basis.

The filing shows these shares were issued into a joint account with his spouse, and 7,699 of the resulting shares were disposed of to cover tax obligations at a price of $55.10 per share. After these tax-withholding transactions, the joint account held 189,881 shares of Class A Common Stock. The footnotes explain that the units vested on January 31, 2026, with performance target attainment determined and approved on March 12, 2026, when the shares were issued.

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)
03/12/2026

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)
03/13/2026

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	03/12/2026		M		17,758	A	(1)	197,580	I	Joint Account with Spouse(3)
Class A Common Stock	03/12/2026		F		7,699	D	$55.1	189,881	I	Joint Account with Spouse(3)

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
Performance Restricted Stock Units	(1)	03/12/2026		M			17,758	03/12/2026	(2)	Class A Common Stock	17,758	$0	0	D

Explanation of Responses:

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

2. The shares vested on January 31, 2026, but the performance target attainment was not determined and approved until March 12, 2026, when the shares were issued.

3. 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.
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* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did KNX CEO Adam W. Miller report on this Form 4/A?

Adam W. Miller reported exercising 17,758 Performance Restricted Stock Units into Class A Common Stock. These units converted one-for-one into shares and were issued into a joint account with his spouse as part of his equity compensation arrangement.

How many Knight-Swift (KNX) shares were used to cover taxes in this filing?

The filing shows 7,699 shares of Class A Common Stock were disposed of to cover tax obligations. The tax-withholding disposition was priced at $55.10 per share and reduced the joint account balance after the restricted stock units were exercised.

Did Knight-Swift CEO Adam W. Miller buy or sell KNX shares on the open market?

The disclosed transactions reflect an exercise of restricted stock units and a tax-withholding share disposition, not open-market buying or selling. Shares were issued from equity awards and a portion was delivered to satisfy tax liabilities associated with the vesting.

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

After the transactions, the joint account with his spouse held 189,881 shares of Class A Common Stock. This balance reflects the newly issued shares from the exercised units, net of the 7,699 shares used to satisfy tax obligations on the vesting event.

When did the Knight-Swift CEO’s performance RSUs vest and when were KNX shares issued?

The performance restricted stock units vested on January 31, 2026. However, performance target attainment was not determined and approved until March 12, 2026, which is when the corresponding shares of Class A Common Stock were issued to the joint account.

How do the Knight-Swift (KNX) performance RSUs convert into common stock?

The performance restricted stock units convert into Class A Common Stock on a one-for-one basis. In this filing, 17,758 units became 17,758 shares once the performance criteria were approved, illustrating the direct conversion ratio described in the accompanying footnote.