Knight-Swift (NYSE: KNX) CFO logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings reported an insider equity transaction by Joshua Smith, CFO - US Xpress. On January 31, 2026, 1,695 restricted stock units converted into the same number of Class A common shares at $0 exercise price, reflecting normal vesting of prior equity awards.

To cover associated obligations, 431 Class A shares were withheld at $55.10 per share, leaving Smith with 14,984 Class A shares directly owned and 3,633 restricted stock units remaining. The grant vests in seven annual installments from January 31, 2022 through January 31, 2028.

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^*

Smith Joshua

(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 - US Xpress

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		1,695	A	(1)	15,415	D
Class A Common Stock	01/31/2026		F		431	D	$55.1	14,984	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			1,695	01/31/2026	(2)	Class A Common Stock	1,695	$0	3,633	D

Explanation of Responses:

1. Restricted stock units convert into Class A Common Stock on a one-for-one basis.

2. The restricted stock unit grant vests in seven annual installments beginning on January 31, 2022 and ending on January 31, 2028. 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 CFO Joshua Smith report on this Form 4?

Joshua Smith reported RSU vesting and share withholding. On January 31, 2026, 1,695 restricted stock units converted into Class A common shares, and 431 of those shares were withheld at $55.10 per share to satisfy related obligations under the award terms.

How many Knight-Swift (KNX) shares does Joshua Smith own after this transaction?

Joshua Smith directly owns 14,984 Class A shares after the transaction. Following the RSU conversion and share withholding, his direct Class A common ownership stands at 14,984 shares, with an additional 3,633 restricted stock units that remain outstanding and subject to future vesting.

What happened to the restricted stock units reported in the KNX Form 4?

1,695 restricted stock units converted into Class A shares. The units convert to Knight-Swift Class A Common Stock on a one-for-one basis. After this vesting and conversion event, Smith holds 3,633 restricted stock units that continue to follow the original multi-year vesting schedule.

At what price were Knight-Swift (KNX) shares withheld in Joshua Smith’s Form 4 filing?

Shares were withheld at $55.10 per share. The Form 4 shows 431 Class A common shares coded as an "F" transaction, indicating withholding at a price of $55.10 per share, typically used to satisfy tax or similar obligations when equity awards vest.

How does the KNX restricted stock unit grant for Joshua Smith vest over time?

The restricted stock unit grant vests over seven years. It vests in seven annual installments beginning on January 31, 2022 and ending on January 31, 2028. Stock is issued when, and as, each installment vests according to the grant’s original terms.

What derivative securities does Joshua Smith still hold in Knight-Swift (KNX)?

Smith continues to hold 3,633 restricted stock units. These RSUs represent a right to receive Class A Common Stock on a one-for-one basis as they vest. They follow the same seven-year annual vesting schedule that runs through January 31, 2028.