Knight-Swift (KNX) vice chairman nets RSU shares after tax withholding

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. Vice Chairman Gary J. Knight exercised performance-based restricted stock units into 5,682 shares of Class A Common Stock on March 12, 2026, following approval of performance target attainment. These units convert to common stock on a one-for-one basis.

To cover tax obligations, 2,805 shares of Class A Common Stock were disposed of at $55.10 per share through tax withholding, leaving 2,877 shares from this vesting in his direct holdings. In addition to these direct shares, he also has 2,711,861 shares held indirectly through a trust.

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^*

KNIGHT GARY J

(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)
	Vice 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		5,682	A	(1)	5,682	D
Class A Common Stock	03/12/2026		F		2,805	D	$55.1	2,877	D
Class A Common Stock								2,711,861	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			5,682	03/12/2026	(2)	Class A Common Stock	5,682	$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.
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FAQ

What insider transaction did KNX Vice Chairman Gary Knight report on this Form 4?

Gary Knight reported the exercise of performance restricted stock units into 5,682 shares of Class A Common Stock. The units vested after performance targets were approved, converting into shares as part of his equity compensation package.

How many Knight-Swift (KNX) shares were withheld for Gary Knight’s taxes?

A total of 2,805 shares of Class A Common Stock were disposed of via tax withholding at $55.10 per share. This covered tax liabilities associated with the vesting and exercise of performance restricted stock units.

How many Knight-Swift (KNX) shares did Gary Knight retain directly after the RSU vesting?

After exercising 5,682 performance restricted stock units and having 2,805 shares withheld for taxes, Gary Knight directly held 2,877 shares from this transaction. These shares reflect the net equity he retained from this vesting event.

What is the role of performance restricted stock units in KNX executive compensation?

Performance restricted stock units grant executives the right to receive shares if specific performance goals are met. In this case, 5,682 units converted one-for-one into Class A Common Stock after performance target attainment was approved on March 12, 2026.

Does Gary Knight have indirect ownership of Knight-Swift (KNX) shares via a trust?

Yes. In addition to his directly held shares, Gary Knight has an indirect position of 2,711,861 shares of Class A Common Stock held through a trust, as shown in the holdings section of the Form 4.

Was this Knight-Swift (KNX) Form 4 a market purchase or sale by Gary Knight?

No. The Form 4 reflects a derivative exercise of performance restricted stock units and a tax-withholding disposition of 2,805 shares, not an open-market purchase or sale of Knight-Swift stock.