Knight-Swift vice chair reports RSU vesting, taxes

Knight-Swift Transportation Holdings Inc. director and vice chairman Gary J. Knight reported multiple equity transactions on January 31, 2026 tied to restricted stock unit (RSU) vesting.

Accepted by SEC EDGAR 02/03/2026 - 12:46 PM EST

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Knight-Swift Transportation Holdings Inc. director and vice chairman Gary J. Knight reported multiple equity transactions on January 31, 2026 tied to restricted stock unit (RSU) vesting. RSUs converting to Class A common stock on a one-for-one basis generated share issuances of 1,963, 1,827, and 1,778 shares.

To cover tax withholding on these vestings, the company withheld 1,073, 939, and 878 shares at a price of $55.10 per share. Following these transactions, Knight held 2,678 Class A common shares directly and 2,709,183 shares indirectly through a trust. Footnotes show additional RSU awards vesting in stages through 2028, with stock issued when and as vested.

Insider Trade Summary

5,568 shares exercised/converted

Exercise 9 txns

Insider KNIGHT GARY J

Role Vice Chairman

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	1,963	$0.00	$0.00
Exercise	Restricted Stock Units	1,827	$0.00	$0.00
Exercise	Restricted Stock Units	1,778	$0.00	$0.00
Exercise	Class A Common Stock	1,963	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	1,073	$55.10	$59K
Exercise	Class A Common Stock	1,827	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	939	$55.10	$52K
Exercise	Class A Common Stock	1,778	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	878	$55.10	$48K
Holding	Class A Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 5,495 contracts (Direct); Class A Common Stock — 2,678 shares (Direct); Class A Common Stock — 2,709,183 shares (Indirect, Trust)

Footnotes (4)

F1. Restricted stock units convert to Class A Common Stock on a one-for-one basis.
F2. The remaining stock units vested on January 31, 2026. Stock is issued when and as vested.
F3. 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.
F4. 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.

FAQ

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What insider transactions did KNX vice chairman Gary J. Knight report?

Gary J. Knight reported RSU conversions into Class A common stock and related tax-withholding sales. On January 31, 2026, three RSU grants converted into 1,963, 1,827, and 1,778 shares, with portions withheld to satisfy tax obligations at a stated share price.

How many Knight-Swift (KNX) RSUs vested for Gary J. Knight on January 31, 2026?

Three RSU blocks vested or were exercised into stock for Gary J. Knight, covering 1,963, 1,827, and 1,778 restricted stock units. Each RSU converts one-for-one into Class A common stock, resulting in corresponding share issuances on the same January 31, 2026 transaction date.

What price was used for Knight-Swift (KNX) tax withholding on Gary Knight’s shares?

The company used a price of $55.10 per share for tax-withholding transactions. Shares withheld to cover taxes totaled 1,073, 939, and 878 Class A common shares, each coded as an "F" transaction on January 31, 2026, reflecting shares withheld rather than open-market sales.

How many Knight-Swift (KNX) shares does Gary J. Knight hold after these transactions?

After the January 31, 2026 transactions, Gary J. Knight directly held 2,678 Class A common shares. He also had indirect beneficial ownership of 2,709,183 Class A common shares through a trust, as reported in the holdings line for indirect ownership on the Form 4.

What do the transaction codes M and F mean in the KNX Form 4 for Gary Knight?

Code "M" indicates the conversion of restricted stock units into Class A common shares at a $0 exercise price. Code "F" indicates shares withheld to pay taxes, using a $55.10 per-share value, rather than discretionary open-market purchases or sales by Gary J. Knight.

What is the vesting schedule of Gary Knight’s Knight-Swift (KNX) RSUs?

One RSU grant fully vested on January 31, 2026, with stock issued when vested. Another vests 33% on January 31, 2025, 33% on January 31, 2026, and 34% on January 31, 2027. A further grant vests 33% in 2026, 33% in 2027, and 34% in 2028.

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Form 4 Insider Transactions: What Each Field Means →

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KNIGHT GARY J

(Last)

(First)

(Middle)

2002 W WAHALLA LN

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

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)
	Vice Chairman

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

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	01/31/2026		M		1,963	A	⁽¹⁾	1,963	D
Class A Common Stock	01/31/2026		F		1,073	D	$55.1	890	D
Class A Common Stock	01/31/2026		M		1,827	A	⁽¹⁾	2,717	D
Class A Common Stock	01/31/2026		F		939	D	$55.1	1,778	D
Class A Common Stock	01/31/2026		M		1,778	A	⁽¹⁾	3,556	D
Class A Common Stock	01/31/2026		F		878	D	$55.1	2,678	D
Class A Common Stock								2,709,183	I	Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/31/2026		M			1,963	01/31/2026	⁽²⁾	Class A Common Stock	1,963	$0	0	D
Restricted Stock Units	⁽¹⁾	01/31/2026		M			1,827	01/31/2026	⁽³⁾	Class A Common Stock	1,827	$0	1,883	D
Restricted Stock Units	⁽¹⁾	01/31/2026		M			1,778	01/31/2026	⁽⁴⁾	Class A Common Stock	1,778	$0	3,612	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.

	James Brophy / Attorney in Fact	02/03/2026
	** 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.
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Source: View Original Filing on SEC EDGAR