Knight-Swift (KNX) CFO reports RSU vesting and holds 12,181 shares

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings’ CFO Andrew Hess reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On January 31, 2026, RSUs converted into Class A Common Stock on a one-for-one basis in three transactions of 1,621, 1,693, and 1,889 shares.

To cover taxes, shares were withheld in three separate transactions of 514, 496, and 498 shares at a price of $55.10 per share. After these transactions, Hess directly held 12,181 shares of Class A Common Stock. Footnotes show that certain RSU awards vest in scheduled annual installments through January 31, 2028, with stock issued when and as vested.

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^*

Hess Andrew

(Last) (First) (Middle)

2002 W WAHALLA LANE

(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)

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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	01/31/2026		M		1,621	A	(1)	10,107	D
Class A Common Stock	01/31/2026		F		514	D	$55.1	9,593	D
Class A Common Stock	01/31/2026		M		1,693	A	(1)	11,286	D
Class A Common Stock	01/31/2026		F		496	D	$55.1	10,790	D
Class A Common Stock	01/31/2026		M		1,889	A	(1)	12,679	D
Class A Common Stock	01/31/2026		F		498	D	$55.1	12,181	D

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			1,621	01/31/2026	(2)	Class A Common Stock	1,621	$0	0	D
Restricted Stock Units	(1)	01/31/2026		M			1,693	01/31/2026	(3)	Class A Common Stock	1,693	$0	1,746	D
Restricted Stock Units	(1)	01/31/2026		M			1,889	01/31/2026	(4)	Class A Common Stock	1,889	$0	3,838	D

Explanation of Responses:

1. Restricted stock units convert into 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
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FAQ

What did Knight-Swift (KNX) CFO Andrew Hess report on this Form 4?

Andrew Hess reported RSU conversions into Class A Common Stock and related tax-share withholdings on January 31, 2026. These transactions reflect routine equity compensation activity, not open-market buying or selling, and updated his directly held Knight-Swift share balance.

How many Knight-Swift (KNX) shares does CFO Andrew Hess hold after the reported transactions?

After the reported transactions, Andrew Hess directly holds 12,181 shares of Knight-Swift Class A Common Stock. This figure reflects RSU conversions and shares withheld to satisfy tax obligations, as disclosed in the non-derivative securities table.

What RSU transactions did Knight-Swift (KNX) CFO Andrew Hess disclose?

He disclosed RSU conversions of 1,621, 1,693, and 1,889 units into an equal number of Knight-Swift Class A Common shares on January 31, 2026. These RSUs convert on a one-for-one basis into stock when they vest, according to the footnotes.

Were any Knight-Swift (KNX) shares sold by CFO Andrew Hess on the market?

The Form 4 shows shares withheld at $55.10 to cover taxes, coded as transaction type F. These are tax-withholding transactions associated with vesting, rather than discretionary open-market sales initiated by the CFO.

What is the vesting schedule for Knight-Swift (KNX) CFO Andrew Hess’s RSUs?

Footnotes state that one RSU grant vested fully on January 31, 2026, while others vest in tranches of 33%, 33%, and 34% on January 31 of 2025–2027 and 2026–2028. Stock is issued when and as each portion vests.

What price was used for Knight-Swift (KNX) tax-withholding share transactions?

For tax withholding related to RSU vesting, Knight-Swift Class A Common Stock was valued at $55.10 per share. That price applied to transactions where 514, 496, and 498 shares were withheld to satisfy the CFO’s tax obligations on vesting.