Knight-Swift (NYSE: KNX) reports new RSU and performance-based awards

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc.11/28/2025 via restricted stock units and performance-based restricted stock units tied to Class A Common Stock. Each unit represents a contingent right to receive one share of KNX Class A Common Stock.

The time-based restricted stock units vest in three installments of 33%, 33% and 34% on January 31, 2027, January 31, 2028 and January 31, 2029. The performance-based restricted stock units are earned based on performance targets, including relative performance, measured over a period ending December 31, 2028, with any shares earned vesting on January 31, 2029. The awards were reported as derivative securities with an exercise price of $0 and are held directly.

12/01/2025 - 04:39 PM

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 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)
11/28/2025

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

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)	11/28/2025		A		23,580		(2)	(2)	Class A Common Stock	23,580	$0	23,580	D
Performance Restricted Stock Units	(3)	11/28/2025		A		11,790		(4)	(4)	Class A Common Stock	11,790	$0	11,790	D
Performance Restricted Stock Units	(5)	11/28/2025		A		23,580		(4)	(4)	Class A Common Stock	23,580	$0	23,580	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock.

2. The restricted stock unit vests as follows: 33% on January 31, 2027; 33% on January 31, 2028; and 34% on January 31, 2029.

3. Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on performance targets over a performance period ending December 31, 2028.

4. The number of derivative securities is subject to adjustment based on achieving or failing to achieve performance targets measured over a performance period ending December 31, 2028. The shares earned under this award will vest on January 31, 2029.

5. Each performance based restricted stock unit represents a contingent right to receive one share of KNX Class A Common Stock, subject to adjustment, based on certain relative performance targets over a performance period ending December 31, 2028.

	James Brophy / Attorney in Fact	12/01/2025
	** Signature of Reporting Person	Date
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FAQ

What did Knight-Swift (KNX) disclose in this Form 4?

Knight-Swift disclosed that its Executive Chairman, who is also a director, received restricted stock units and performance-based restricted stock units tied to KNX Class A Common Stock on 11/28/2025.

How many Knight-Swift RSUs and performance units were granted in this filing?

The filing shows grants of 23,580 restricted stock units and two performance-based restricted stock unit awards of 11,790 and 23,580 units, each unit representing a contingent right to one share of KNX Class A Common Stock.

When do the Knight-Swift time-based RSUs vest?

The time-based restricted stock units vest as follows: 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029.

What are the performance conditions for the KNX performance-based RSUs?

The performance-based restricted stock units are subject to performance targets, including relative performance measures, over a performance period ending December 31, 2028. The number of units ultimately earned is adjusted based on achieving or failing to achieve these targets.

When do the earned Knight-Swift performance-based RSUs vest?

The filing states that shares earned under the applicable performance-based restricted stock unit awards will vest on January 31, 2029.

What is the exercise or conversion price of these KNX derivative securities?

The restricted stock units and performance-based restricted stock units reported have an exercise or conversion price of $0, meaning no cash exercise price is required to receive the underlying KNX Class A Common Stock.