UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 5, 2023 (June 2930, 2023)

U.S. Xpress Enterprises, Inc.

(Exact name of Registrant as Specified in its Charter)

Nevada		001-38528		62-1378182
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

4080 Jenkins Road
Chattanooga, Tennessee	37421
(Address of principal executive offices)	(Zip Code)

(423) 510-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		USX		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

AsThis Current Report on Form ~~previously~~8-K ~~disclosed,~~is being filed in connection with the completion on June 30, 2023 (the “Closing Date”) of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 20, 2023 (the “Merger Agreement”), by and among U.S. Xpress Enterprises, Inc., a Nevada corporation (“U.S. Xpress” and following the consummation of the Merger, the “Surviving Corporation”), Knight-Swift Transportation Holdings Inc., a Delaware corporation (“Knight-Swift”), and Liberty Merger Sub Inc., a Nevada corporation and an indirect wholly owned subsidiary of Knight-Swift (“Merger Subsidiary”)~~, entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)~~. Pursuant to the Merger Agreement, ~~and subject to the terms and conditions thereof,~~ Merger Subsidiary ~~will~~merged ~~merge~~ with and into U.S. Xpress (the “Merger”), with U.S. Xpress surviving the Merger as an indirect subsidiary of Knight-Swift. The Merger was effective at 12:02 Eastern Daylight Time on July 1, 2023 (the “Effective Time”).

UItem 1.S02. ~~Xpress~~Termination ~~convened its special meeting~~ of ~~stockholders on~~a ~~June~~Material ~~29,~~Definitive ~~2023 (the “Special Meeting”). At the Special Meeting, U.S. Xpress’ stockholders voted on four proposals related to the Merger~~ Agreement ~~as described in further detail in U~~.~~S. Xpress’ definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 24, 2023 (the “Proxy Statement”).~~

AsThe ofinformation ~~the close of business on May 23, 2023,~~provided ~~the~~in ~~record date for~~ the ~~Special~~Introductory ~~Meeting,~~Note ~~there were 40,527,300 shares of Class A common stock of U.S. Xpress, par value $0.01 per share (the “Class A common stock”)~~ and ~~13,113,164~~Item ~~shares of Class B common stock of U~~2.~~S. Xpress, par value $0.~~01 ~~per share (the “Class B common stock” and, collectively with the Class A common stock, the “U.S. Xpress Stock”) outstanding and entitled to vote at the Special Meeting. Holders~~ of ~~shares~~this ~~representing~~Current ~~85.17%~~Report ofon ~~the~~Form ~~voting~~8-K ~~power~~is ofincorporated ~~the~~herein ~~combined shares of Class A common stock and Class B common stock issued and outstanding as of the record date and entitled to vote at the Special Meeting were present in person or represented~~ by ~~proxy at the Special Meeting~~reference. Holders of shares representing 100% of the Class B common stock issued and outstanding as of the record date and entitled to vote at the Special Meeting were present in person or represented by proxy at the Special Meeting. Holders of shares representing 61.18% of Class A common stock issued and outstanding as of the record date and entitled to vote at the Special Meeting were present in person or represented by proxy at the Special Meeting. As a result, a quorum was present to conduct business at the Special Meeting. At the Special Meeting, U.S. Xpress’ stockholders were asked to consider and vote on the following matters:

·On ~~a proposal to approve~~ the ~~Merger~~Closing ~~Agreement~~Date, ~~and the Merger (the “Merger Proposal”); · a proposal to approve an amendment to~~ U.S. Xpress’ ~~Third~~caused ~~Amended~~to ~~and~~be ~~Restated~~repaid ~~Articles~~in offull ~~Incorporation~~all ~~(the “Charter”) providing that~~indebtedness, toliabilities ~~the~~and ~~extent~~other ~~that~~obligations ~~the~~under, ~~Merger~~and ~~Agreement~~terminated, or the ~~Rollover~~Credit Agreement, dated as of ~~March~~January 2028, ~~2023~~2020, by and among ~~Knight-Swift,~~U.S. ~~Liberty~~Xpress ~~Holdings Topco LLC~~ and ~~the~~certain ~~other~~of ~~parties~~its ~~thereto~~subsidiaries, ~~any~~as of the transactions contemplated by those agreements or the consideration to be paid to the holders of Class A common stock or Class B common stock pursuant to those agreements are inconsistent with Section 3.2(e) of the Charter or any other provisions thereofborrowers, ~~Section~~certain ~~3.2(e) or such~~ other ~~provisions will not be applicable (the “Charter Amendment Proposal”); · a proposal to separately approve the Merger Proposal by the holders~~ of U.S. Xpress’ ~~Stock other than Max L. Fuller, FSBSPE 1, LLC, FSBSPE 2, LLC, FSBSPE 3, LLC, Fuller Family Enterprises, LLC, William E. Fuller, Max L. Fuller 2008 Irrevocable Trust FBO William E. Fuller~~ direct and ~~Max~~indirect ~~Fuller~~wholly ~~Family~~owned ~~Limited~~subsidiaries ~~Partnership, any Family Member, Permitted Entity or Permitted Trust (each~~ as ~~defined in the Charter) of Max L. Fuller or William E. Fuller~~guarantors, ~~Knight-Swift~~ and ~~their~~Bank ~~respective affiliates and the directors and executive officers~~ of UAmerica, N.SA. ~~Xpress (collectively~~, ~~the~~as ~~“Excluded~~administrative ~~Stockholders”) (the “Majority-of-the-Minority Proposal”); and · a proposal to approve~~agent, byswingline ~~a non-binding~~lender, ~~advisory vote, the compensation arrangements that will or may become payable to the U.S. Xpress’ named executive officers in connection with the Merger (with the holders of Class A common stock~~ and ~~Class~~L/C ~~B common stock voting as a single class) (the “Advisory Compensation Proposal”)~~issuer.

~~Each share~~Item ~~of Class A common stock outstanding as of the record date was entitled to one vote on each proposal submitted to U~~2.S01. ~~Xpress’ stockholders~~Completion ~~for approval at the Special Meeting. Other than for the Majority-~~of~~-the-Minority~~ ~~Proposal,~~Acquisition ~~each~~or ~~share~~Disposition of ~~Class B common stock outstanding as of the record date was entitled to five votes on each proposal submitted to U~~Assets.S. Xpress’ stockholders for approval at the Special Meeting. For the Majority-of-the-Minority Proposal, each share of Class B common stock outstanding and not held by an Excluded Stockholder as of the record date was entitled to one vote on such proposal.

The ~~Merger~~information ~~Proposal required the approval of~~provided ~~(a)~~in ~~a majority of~~ the ~~votes~~Introductory ~~entitled~~Note ~~to vote thereon by the holders~~ of ~~issued~~this ~~and~~Current ~~outstanding~~Report ~~shares~~on ofForm ~~U.S.~~8-K ~~Xpress~~is ~~Stock~~incorporated asherein ~~of the record date (voting together as a single class) (the “Majority Vote”) and (b) a majority of the votes entitled to vote thereon~~ by ~~the~~ ~~holders of issued and outstanding shares of Class B common stock as of the record date (voting as a single class) (the “Class B Vote”)~~reference.

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Class A common stock of U.S. Xpress, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“Class A common stock”), and each share of Class B common stock of U.S. Xpress, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time (“Class B common stock, and collectively with the Class A common stock, the “U.S. Xpress Stock”), other than (a) the shares of U.S. Xpress Stock held by U.S. Xpress as treasury stock, (b) the shares of U.S. Xpress Stock owned by Knight-Swift, Merger Subsidiary, or any direct or indirect wholly owned subsidiary of Knight-Swift or Merger Subsidiary (which shares described in the preceding items (a) and (b) U.S. Xpress refers to collectively as the “Excluded Shares”) and (c) the Rollover Shares (as defined and further described in the Merger Agreement), were automatically cancelled and converted into the right to receive $6.15 in cash, without interest (the “Merger Consideration”). The description of the Merger and the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 to U.S. Xpress’ Current Report on Form 8-K filed on March 21, 2023, and is incorporated herein by reference.

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

On June 30, 2023, U.S. Xpress notified the New York Stock Exchange (the “NYSE”) of the completion of the Merger and requested that NYSE halt trading in the Class A common stock and file with the Securities and Exchange Commission (the “SEC”) a notification of removal from listing and registration on Form 25 to affect the delisting from the NYSE of the Class A common stock.

Additionally, the Surviving Corporation intends to file with the SEC a certification on Form 15 requesting the termination of registration of the Class A common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the suspension of the U.S. Xpress’ reporting obligations under Section 13(a) and 15(d) of the Exchange Act.

~~The~~Item ~~Charter~~3.03. ~~Amendment~~Material ~~Proposal~~Modification ~~required approval of (a) the Majority Vote, (b) the Class B Vote and (c) a majority of the votes entitled~~ to ~~vote~~Rights ~~thereon by the holders~~ of ~~issued~~Security ~~and outstanding shares of Class A common stock as of the record date (voting as a single class) (the “Class A Vote”)~~Holders.

The ~~Majority-of-the-Minority~~information ~~Proposal required~~provided ~~the~~in ~~approval of a majority of~~ the ~~votes~~Introductory ~~entitled~~Note, toItem ~~vote~~2.01 ~~thereon~~Item by3.01, ~~the~~Item ~~holders~~5.01 ~~of issued~~ and ~~outstanding~~Item ~~shares of U~~5.S.03 ~~Xpress Stock as~~ of ~~the~~this ~~record~~Current ~~date~~Report ~~(excluding~~on ~~shares~~Form of8-K ~~U.S.~~is ~~Xpress~~incorporated ~~Stock~~herein ~~held~~ by ~~Excluded Stockholders), voting together as a single class with each share of U~~reference.~~S. Xpress Stock counted equally with one vote per share for this purpose.~~

~~The~~At ~~Advisory~~the ~~Compensation~~Effective ~~Proposal~~Time, ~~required~~ the ~~approval~~holders of aU.S. ~~majority~~Xpress inStock ~~voting~~outstanding ~~power~~immediately ofbefore ~~issued~~the ~~and~~Merger ~~outstanding~~ceased ~~shares~~to have any rights as stockholders of U.S. Xpress ~~Stock entitled to vote thereon~~ (~~and voting as~~other athan ~~single~~their ~~class)~~right ~~that~~to ~~were~~receive ~~present~~the inMerger ~~person~~Consideration orpursuant ~~represented~~to byand ~~proxy~~in ataccordance with the ~~Special~~Merger ~~Meeting~~Agreement).

~~The~~Item ~~final~~5.01. ~~voting~~Changes ~~results~~in ~~for~~Control ~~each~~of ~~proposal presented to stockholders for approval are set forth below~~Registrant.

~~Proposal~~The Noinformation provided in the Introductory Note, Item 2. 1:01, ~~Approval~~Item 3.01 and Item 5.02 of ~~the~~this ~~Merger Proposal~~Current Report on Form 8-K is incorporated herein by reference.

~~Majority~~As ~~Vote~~a result of the completion of the Merger and at the Effective Time, a change in control of U.S. Xpress occurred and U.S. Xpress became an indirect subsidiary of Knight-Swift.

Class	Votes For	Votes Against	Abstentions	Broker Non-Votes
Class A common stock	24,261,552	528,827	5,287	0
Class B common stock	65,565,820	0	0	0

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Class~~The Binformation ~~Vote~~set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Class		Votes For		Votes Against		Abstentions		Broker Non-Votes
Class B common stock		65,565,820		0		0		0

In connection with, and by virtue of, the completion of the Merger, at the Effective Time, all of the directors of U.S. Xpress ceased to be directors of U.S. Xpress and members of any committees of U.S. Xpress’ board of directors. In addition, in connection with the completion of the Merger, at the Effective Time, the following officers of U.S. Xpress ceased to be officers of U.S. Xpress: (i) Max L. Fuller ceased to be the Executive Chairman of U.S. Xpress, (ii) William E. Fuller ceased to be the Chief Executive Officer of U.S. Xpress, (iii) Eric Peterson ceased to be the Chief Financial Officer and Treasurer of U.S. Xpress, and (iv) Jason Grear ceased to be the Chief Accounting Officer of U.S. Xpress.

~~The~~Item ~~Merger~~5.03. ~~Proposal~~Amendments ~~was~~to ~~approved~~Articles byof ~~the~~Incorporation ~~requisite vote~~or ofBylaws; ~~U.S.~~Changes ~~Xpress’~~in ~~stockholders~~Fiscal Year.

~~Proposal~~Pursuant ~~No. 2~~to the Merger Agreement, at 12:01 ~~Approval~~a.m. Eastern Daylight Time on July 1, 2023, U.S. Xpress’ then existing articles of incorporation were amended. A copy of the ~~Charter~~ U.S. Xpress’ Certificate of Amendment ~~Approval~~is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Majority~~Pursuant ~~Vote~~to the Merger Agreement, at the Effective Time, U.S. Xpress’ then existing articles of incorporation and bylaws were each amended and restated in their entirety. Copies of the Surviving Corporation’s Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws are filed as Exhibit 3.2 and 3.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Class	Votes For	Votes Against	Abstentions	Broker Non-Votes
Class A common stock	23,663,621	530,666	601,388	0
Class B common stock	65,565,820	0	0	0

Item 8.01.

Other Events

~~Class~~On BJuly ~~Vote~~5, 2023, U.S. Xpress issued a joint press release with Knight-Swift announcing the completion of the Merger. The full text of the press release is attached hereto as exhibit 99.1.

Class		Votes For		Votes Against		Abstentions		Broker Non-Votes
Class B common stock		65,565,820		0		0		0

Item 9.01

Financial Statements and Exhibits.

~~Class A Vote~~(d)

Class	Votes For	Votes Against	Abstentions	Broker Non-Votes
Exhibit Number	Exhibit Description
Class A common stock	23,663,621	530,666	601,388	0
2.1	Agreement and Plan of Merger, dated as of March 20, 2023, by and among U.S. Xpress, Knight-Swift and Merger Subsidiary (incorporated by reference herein to Exhibit 2.1 to U.S. Xpress’ Form 8-K filed on March 21, 2023).
3.1	Certificate of Amendment of U.S. Xpress Enterprises, Inc.
3.2	Fourth Amended and Restated Certificate of Incorporation of U.S. Xpress Enterprises, Inc.
3.3	Fourth Amended and Restated Bylaws of U.S. Xpress Enterprises, Inc.
99.1	Press Release dated July 5, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

The Charter Amendment Proposal was approved by the requisite vote of U.S. Xpress’ stockholders.

Proposal No. 3: Approval of the Majority-of-the-Minority Proposal

Class	Votes For	Votes Against	Abstentions	Broker Non-Votes
Class A common stock	21,293,222	527,967	7,645	0
Class B common stock	0	0	0	0

Because all shares of the Class B common stock are held by Excluded Stockholders, votes in respect of the Class B common stock are disregarded and reflected as “0” for purposes of the Majority-of-the-Minority Proposal. The Majority-of-the-Minority Proposal was approved by the requisite vote of U.S. Xpress’ stockholders.

Proposal No. 4: Approval of the Advisory Compensation Proposal

Class	Votes For	Votes Against	Abstentions	Broker Non-Votes
Class A common stock	22,196,819	955,734	1,643,123	0
Class B common stock	65,565,820	0	0	0

The Advisory Compensation Proposal was approved by the requisite vote of U.S. Xpress’ stockholders.

Because none of the proposals before the Special Meeting were “routine” matters, there were no broker non-votes occurring in connection with these proposals at the Special Meeting.

In light of the approval of the Merger Proposal, the Charter Amendment Proposal and the Majority-of-the-Minority Proposal, Proposal 5 described in the Proxy Statement (relating to the adjournment of the Special Meeting) was rendered moot and was not presented at the Special Meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	U.S. XPRESS ENTERPRISES, INC.
	By:	/s/ ~~Eric~~Nathan ~~A. Peterson~~Harwell
	Name:	~~Eric~~Nathan ~~A. Peterson~~Harwell
Date: June 29, 2023	Title:	Chief Financial Officer and Treasurer
Date: July 5, 2023	Title:	Executive Vice President, Chief Legal Officer, and Secretary

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