Knight-Swift (NYSE: KNX) CEO reports new RSU and performance stock grants

Rhea-AI Filing Summary

Knight-Swift Transportation Holdings Inc. reported new equity awards to an individual who serves as both a director and CEO. On November 28, 2025, the insider received 27,947 restricted stock units, each representing a contingent right to one share of Class A common stock, vesting 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029.

The filing also discloses performance-based awards. The insider received 13,973 performance restricted stock units and an additional 27,947 performance restricted stock units, each tied to performance targets over a period ending December 31, 2028. The number of shares ultimately earned from these performance units will adjust based on achieving the specified targets, with earned shares vesting on January 31, 2029.

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)
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		27,947		(2)	(2)	Class A Common Stock	27,947	$0	27,947	D
Performance Restricted Stock Units	(3)	11/28/2025		A		13,973		(4)	(4)	Class A Common Stock	13,973	$0	13,973	D
Performance Restricted Stock Units	(5)	11/28/2025		A		27,947		(4)	(4)	Class A Common Stock	27,947	$0	27,947	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 insider transaction did Knight-Swift (KNX) report in this Form 4?

The filing reports that a Knight-Swift director and CEO received new equity awards in the form of restricted stock units and performance-based restricted stock units tied to Class A common stock on November 28, 2025.

How many restricted stock units were granted to the Knight-Swift (KNX) insider?

The insider was granted 27,947 restricted stock units, each representing a contingent right to receive one share of KNX Class A Common Stock, with vesting from January 31, 2027 through January 31, 2029.

What performance-based stock units did the Knight-Swift (KNX) insider receive?

The insider received 13,973 performance-based restricted stock units and an additional 27,947 performance-based restricted stock units. Each unit represents a right to one share of KNX Class A Common Stock, with the final amount earned adjusted based on performance targets measured over a period ending December 31, 2028.

When do the Knight-Swift (KNX) restricted stock units vest?

The time-based restricted stock units vest 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029, assuming continued service and any other conditions are met.

How are the Knight-Swift (KNX) performance units measured and when do they vest?

The performance restricted stock units are based on achieving specified performance targets over a period ending December 31, 2028. The number of securities is subject to adjustment depending on performance, and shares earned from these awards will vest on January 31, 2029.

What class of stock underlies the Knight-Swift (KNX) RSU and performance awards?

All of the restricted stock units and performance-based restricted stock units disclosed in the Form 4 relate to Knight-Swift Class A Common Stock, with each unit representing a contingent right to receive one share.