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

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. executive Timothy Sean Harrington, President of US Xpress, reported equity compensation activity involving company stock. On January 31, 2026, 2,422 restricted stock units converted into the same number of Class A common shares at an exercise price of $0.

On the same date, 954 Class A shares were withheld at $55.10 per share in a transaction coded "F," typically used for tax withholding on vested awards. After these transactions, Harrington directly owned 14,312 Class A common shares of Knight-Swift.

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^*

Harrington Timothy Sean

(Last) (First) (Middle)

2200 NORTH 75TH AVENUE

(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)
	Pres - 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		2,422	A	(1)	15,266	D
Class A Common Stock	01/31/2026		F		954	D	$55.1	14,312	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.
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FAQ

What insider transactions did KNX executive Timothy Sean Harrington report?

Timothy Sean Harrington reported vesting of 2,422 restricted stock units into Class A common shares and the withholding of 954 shares, both on January 31, 2026. These transactions reflect routine equity compensation activity rather than an open-market purchase or sale.

How many Knight-Swift (KNX) shares does Timothy Sean Harrington own after this Form 4?

After the reported transactions, Timothy Sean Harrington directly owns 14,312 shares of Knight-Swift Class A common stock. This figure comes after 2,422 shares from vested restricted stock units and the withholding of 954 shares coded as an F transaction.

What does the RSU conversion mean in the KNX Form 4 for Harrington?

The Form 4 shows 2,422 restricted stock units converting into 2,422 Knight-Swift Class A common shares at a $0 exercise price. Footnotes explain restricted stock units convert on a one-for-one basis and stock is issued when and as the units vest.

Why were 954 Knight-Swift (KNX) shares reported with transaction code F?

The 954 Class A common shares reported with transaction code F were disposed of at $55.10 per share. Code F typically indicates shares withheld to satisfy tax obligations on vested equity awards, aligning with the RSU vesting and issuance disclosed for January 31, 2026.

What role does Timothy Sean Harrington hold at Knight-Swift (KNX)?

Timothy Sean Harrington is identified as an officer of Knight-Swift Transportation Holdings Inc., serving as President of US Xpress. His status as an officer requires reporting of equity-related transactions in company stock on Form 4 under Section 16 rules.

How do Harrington’s restricted stock units in KNX convert into shares?

Footnotes state that Harrington’s restricted stock units convert into Knight-Swift Class A common stock on a one-for-one basis. The remaining stock units vested on January 31, 2026, with stock issued when and as those units vest into actual shares.