Knight-Swift (KNX) awards restricted and performance stock units to CFO-director

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. (KNX)November 28, 2025. The filing shows grants of 8,733 restricted stock units, each representing a contingent right to receive one share of KNX Class A common stock, vesting 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029. In addition, the officer received 4,366 performance-based restricted stock units and a further 8,733 performance-based restricted stock units, each tied to performance targets over a period ending December 31, 2028, with shares earned vesting on January 31, 2029. All awards were reported at an exercise price of $0, reflecting their nature as equity compensation rather than market purchases.

12/01/2025 - 05:19 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^*

Hess Andrew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CFO

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		8,733		(2)	(2)	Class A Common Stock	8,733	$0	8,733	D
Performance Restricted Stock Units	(3)	11/28/2025		A		4,366		(4)	(4)	Class A Common Stock	4,366	$0	4,366	D
Performance Restricted Stock Units	(5)	11/28/2025		A		8,733		(4)	(4)	Class A Common Stock	8,733	$0	8,733	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 equity awards did Knight-Swift (KNX) grant to its CFO on November 28, 2025?

The Chief Financial Officer of Knight-Swift (KNX) received 8,733 restricted stock units, 4,366 performance-based restricted stock units, and an additional 8,733 performance-based restricted stock units, each representing the right to receive one share of KNX Class A common stock.

How do the restricted stock units granted by KNX to its CFO vest?

The 8,733 restricted stock units vest in three installments: 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029.

What are the performance conditions on Knight-Swift (KNX) performance-based restricted stock units?

Each performance-based restricted stock unit represents a contingent right to receive one share of KNX Class A common stock, with the number ultimately earned subject to achieving performance targets over a period ending December 31, 2028. Shares earned under certain awards vest on January 31, 2029.

What is the exercise or purchase price of the KNX restricted stock units granted?

The filing reports an exercise price of $0 for the restricted stock units and performance-based restricted stock units, consistent with stock-based compensation that does not require a cash purchase at vesting.

What roles does the reporting person hold at Knight-Swift (KNX)?

The reporting person is listed as both a director and an officer of Knight-Swift Transportation Holdings Inc., serving in the role of CFO.

Who signed the Knight-Swift (KNX) Form 4 reporting these awards?

The Form 4 was signed by James Brophy as Attorney in Fact on December 1, 2025.