Knight-Swift (KNX) CEO Adam Miller converts RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. CEO Adam W. Miller, who is also a director, reported multiple equity compensation transactions dated January 31, 2026. Several blocks of restricted stock units (RSUs) vested and were converted one-for-one into Class A common stock, including 6,134, 5,709, and 6,670 RSUs.

To cover tax withholding on these vestings, Miller had shares of Class A common stock withheld or disposed of at $55.10 per share, in amounts such as 2,764, 2,475, and 2,892 shares, leaving updated direct holdings after each transaction line. The filing also reports 169,440 Class A 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^*

Miller Adam W

(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)
	CEO

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		6,134	A	(1)	6,134	D
Class A Common Stock	01/31/2026		F		2,764	D	$55.1	3,370	D
Class A Common Stock	01/31/2026		M		5,709	A	(1)	9,079	D
Class A Common Stock	01/31/2026		F		2,475	D	$55.1	6,604	D
Class A Common Stock	01/31/2026		M		6,670	A	(1)	13,274	D
Class A Common Stock	01/31/2026		F		2,892	D	$55.1	10,382	D
Class A Common Stock								169,440	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
Restricted Stock Units	(1)	01/31/2026		M			6,134	01/31/2026	(2)	Class A Common Stock	6,134	$0	0	D
Restricted Stock Units	(1)	01/31/2026		M			5,709	01/31/2026	(3)	Class A Common Stock	5,709	$0	5,883	D
Class A Common Stock	(1)	01/31/2026		M			6,670	01/31/2026	(4)	Class A Common Stock	6,670	$0	13,545	D

Explanation of Responses:

1. Restricted stock units convert to 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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did KNX CEO Adam W. Miller report on January 31, 2026?

Adam W. Miller reported RSU vestings and related share activity on January 31, 2026. Several restricted stock unit grants converted into Class A common stock, with shares then withheld or disposed of at $55.10 per share to satisfy tax obligations, updating his direct share holdings.

How many Knight-Swift (KNX) restricted stock units vested for Adam W. Miller?

The filing shows RSU conversions of 6,134, 5,709, and 6,670 units into Class A common stock. Footnotes state restricted stock units convert to common shares on a one-for-one basis, and stock is issued when and as the units vest under the specified vesting schedules.

At what price were Knight-Swift (KNX) shares withheld or sold for taxes in this Form 4?

Shares of Class A common stock were disposed of or withheld at $55.10 per share in connection with vested RSUs. These transactions, coded “F,” reflect shares used to satisfy tax withholding obligations tied to the equity awards on January 31, 2026.

What is the vesting schedule for Adam W. Miller’s Knight-Swift RSUs?

One RSU grant vested fully on January 31, 2026, with stock issued as vested. Other grants vest 33% on January 31, 2025 and 2026, and 34% on January 31, 2027, or 33% on January 31, 2026 and 2027, and 34% on January 31, 2028.

How many Knight-Swift (KNX) shares does Adam W. Miller hold indirectly through a trust?

The Form 4 reports 169,440 shares of Knight-Swift Class A common stock held indirectly. These shares are listed under indirect ownership with the nature of ownership described as “Trust,” separate from Miller’s directly held shares.

What roles does Adam W. Miller hold at Knight-Swift Transportation (KNX)?

Adam W. Miller is identified as both a director and an officer of Knight-Swift Transportation Holdings Inc., holding the title of CEO. The Form 4 is filed as a single reporting person reflecting his beneficial ownership and related transactions.