Knight-Swift (KNX) EVP Michael Liu logs RSU vesting and share withholding

Rhea-AI Filing Summary

Knight-Swift Transportation executive Michael K. Liu, EVP – Operations, reported routine equity compensation activity. On January 31, 2026, 2,422 restricted stock units converted into the company’s Class A common stock on a one-for-one basis.

To cover tax obligations related to this vesting, 1,179 shares of Class A common stock were withheld at a price of $55.10 per share. After these transactions, Liu directly held 1,243 shares of Knight-Swift Class A common stock.

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^*

Liu Michael K

(Last) (First) (Middle)

5601 WEST BUCKEYE ROAD

(Street)

PHOENIX AZ 85043

(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)
	EVP - Operations

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		2,422	A	(1)	2,422	D
Class A Common Stock	01/31/2026		F		1,179	D	$55.1	1,243	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			2,422	01/31/2026	(2)	Class A Common Stock	2,422	$0	0	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.

	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).
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FAQ

What insider transaction did KNX EVP Michael K. Liu report?

EVP Michael K. Liu reported RSU vesting and share withholding. On January 31, 2026, 2,422 restricted stock units converted into Class A common stock, with part of the shares withheld to cover tax obligations, leaving him with directly owned shares.

How many Knight-Swift (KNX) RSUs vested for Michael K. Liu?

A total of 2,422 restricted stock units vested for Michael K. Liu. These RSUs converted into 2,422 shares of Class A common stock on a one-for-one basis, as part of his equity compensation from Knight-Swift Transportation.

How many KNX shares were withheld for taxes in this Form 4?

Knight-Swift withheld 1,179 shares of Class A common stock to cover tax obligations. These shares were valued at $55.10 per share, according to the Form 4 filed for Michael K. Liu’s January 31, 2026 RSU vesting.

How many Knight-Swift shares does Michael K. Liu own after this transaction?

Following the reported transactions, Michael K. Liu directly owned 1,243 shares of Knight-Swift Class A common stock. This figure reflects RSU conversion into shares and the withholding of some shares to satisfy related tax obligations on January 31, 2026.

What do the RSU footnotes in the KNX Form 4 explain?

The footnotes explain that restricted stock units convert into Class A common stock on a one-for-one basis. They also note that the remaining stock units vested on January 31, 2026, and that stock is issued when and as those units vest.

Is the Michael K. Liu KNX Form 4 a stock sale in the market?

The Form 4 mainly reflects RSU vesting and share withholding for taxes, not an open-market sale. Shares were issued from vested restricted stock units and a portion was withheld at $55.10 per share to satisfy tax requirements.