Knight-Swift (NYSE: KNX) chair exercises RSUs and reports net share gain

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. Executive Chairman Kevin P. Knight exercised 19,180 Performance Restricted Stock Units, converting them into the same number of Class A Common shares at an exercise price of $0.00. On the same date, 4,670 shares were automatically disposed of at $55.10 per share to satisfy tax obligations, leaving Knight with 28,519 shares held directly. A further 1,305,347 shares are reported as held indirectly through a trust. Footnotes explain that the restricted stock units converted into common stock on a one-for-one basis, with vesting on January 31, 2026 and performance attainment approved on March 12, 2026.

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 KEVIN P

(Last) (First) (Middle)

2002 W WAHALLA LN

(Street)

PHOENIX AZ 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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/12/2026		M		19,180	A	(1)	33,189	D
Class A Common Stock	03/12/2026		F		4,670	D	$55.1	28,519	D
Class A Common Stock								1,305,347	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units	(1)	03/12/2026		M			19,180	03/12/2026	(2)	Class A Common Stock	19,180	$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.

	James Brophy / Attorney in Fact	03/13/2026
	** 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.

FAQ

What insider transaction did KNX Executive Chairman Kevin P. Knight report?

Kevin P. Knight reported exercising 19,180 Performance Restricted Stock Units, converting them into 19,180 Class A Common shares at an exercise price of $0.00. This reflects the settlement of previously granted equity awards tied to performance conditions.

How many Knight-Swift (KNX) shares were withheld for taxes in this Form 4?

A total of 4,670 Class A Common shares were disposed of at $55.10 per share to satisfy tax obligations. This tax-withholding disposition is not an open-market sale, but a standard mechanism to cover tax liabilities on vested equity awards.

What are Kevin P. Knight’s direct share holdings in Knight-Swift after the transaction?

Following the reported transactions, Kevin P. Knight directly holds 28,519 shares of Knight-Swift Class A Common Stock. These shares reflect his personal direct ownership position after exercising performance units and having shares withheld to cover related tax liabilities.

How many Knight-Swift (KNX) shares are held indirectly through a trust for Kevin P. Knight?

The Form 4 shows 1,305,347 Class A Common shares held indirectly with the ownership nature described as Trust. This indicates a substantial additional position associated with Knight that is beneficially owned through a trust structure rather than held directly.

When did Kevin P. Knight’s performance-based Knight-Swift units vest and get approved?

The footnotes state the shares vested on January 31, 2026, but performance target attainment was not determined and approved until March 12, 2026. On that approval date, the vested performance restricted stock units were issued as Class A Common shares.

What is the conversion ratio for Kevin P. Knight’s Knight-Swift performance restricted stock units?

The filing specifies that the restricted stock units convert into Class A Common Stock on a one-for-one basis. In this case, 19,180 units converted into 19,180 shares, directly linking each unit to a single share upon settlement.