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): ~~November~~December 431, 2025

___________________________________________________________________________________________________________________________________

Knight-Swift Transportation Holdings Inc.

(Exact name of registrant as specified in its charter)

___________________________________________________________________________________________________________________________________

Delaware

001-35007

20-5589597

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2002 West Wahalla Lane

Phoenix, Arizona 85027

(Address of principal executive offices and zip code)

(602) 269-2000

(Registrant's telephone number, including area code)

N/A

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

Common Stock $0.01 Par Value

KNX

New York Stock Exchange

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 51.0201 ~~DEPARTURE~~ENTRY OFINTO ~~DIRECTORS~~A ORMATERIAL ~~CERTAIN~~DEFINITIVE ~~OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS~~AGREEMENT

On December 31, 2025 ("Closing Date"), Swift Receivables Company II, LLC ("SRCII"), a wholly-owned subsidiary of Knight-Swift ~~Grants~~Transportation ~~Equity~~Holdings ~~Awards~~Inc. (the "Company"), entered into the Receivables Purchase Agreement (the "2025 RPA"). The 2025 RPA replaced the Restated Receivables Purchase Agreement, dated June 14, 2013, and ~~Increases~~last ~~Base~~amended ~~Salary~~by the Eighth Amendment on October 1, 2025 (the "A&R RPA"). Replacing the A&R RPA, which was treated as a financing secured by receivables, with the 2025 RPA, which is treated as a sale of ~~Certain~~receivables, ~~Named~~is ~~Executive~~expected ~~Officers~~to reduce expenses of the Company.

OnThe ~~November~~parties 4,to the 2025, ~~the~~RPA ~~Compensation~~are ~~Committee~~SRCII ofas the ~~Board~~seller, ofSwift ~~Directors~~Transportation ~~(the~~Services, ~~"Board")~~LLC ~~approved~~as ~~equity~~the ~~awards~~servicer, tothe bevarious ~~granted~~purchasers, onthe ~~November~~various 28purchaser agents, ~~2025~~and toPNC ~~the~~Bank, ~~named~~National ~~executive~~Association ~~officers~~as ofadministrator. ~~Knight-Swift~~Under ~~Transportation~~a ~~Holdings~~separate ~~Inc.~~agreement ("between the Company")’s receivable originator subsidiaries and SRCII, ~~including~~the ~~performance~~Company's ~~based~~receivable ~~stock~~originator ~~units~~subsidiaries ~~("PRSUs"),~~sell ~~representing~~without ~~60%~~recourse, all of ~~the~~their ~~total~~rights, ~~equity award~~title, and ~~restricted~~interest ~~stock~~in ~~unit~~receivables ~~awards~~to ~~("RSUs"),~~SRCII ~~representing~~on ~~40%~~a ofrevolving ~~the~~basis. In ~~total~~turn, ~~equity~~SRCII ~~award~~sells its rights, ~~under~~title ~~our~~and ~~Second~~interest ~~Amended~~in ~~and~~selected ~~Restated~~eligible ~~2014~~receivables ~~Omnibus~~to ~~Incentive~~the ~~Plan~~various (purchasers for cash consideration under the ~~"Omnibus~~2025 ~~Plan")~~RPA.

The ~~PRSU~~2025 ~~awards~~RPA ~~were~~includes ~~based~~a on$575.0 ~~PRSU~~million ~~compensation~~facility ~~targets~~limit ~~established~~for byeligible ~~the~~receivables ~~Compensation~~and ~~Committee,~~is ~~after~~subject ~~taking~~to ~~into~~fees ~~account~~customary ~~competitive~~for ~~compensation~~facilities ~~factors,~~of ~~divided~~this bytype, ~~the~~as ~~closing~~well ~~price~~as ofvarious ~~the~~affirmative ~~Company’s~~and ~~common~~negative ~~stock~~covenants, onrepresentations ~~the~~and ~~November 28~~warranties, ~~2025~~and ~~grant~~default ~~date.~~and ~~The~~termination ~~actual~~provisions ~~number~~customary offor ~~shares~~facilities of ~~the~~this ~~Company’s~~type. ~~common~~Collections ~~stock~~on ~~issued~~the tounderlying ~~participants~~receivables ~~will~~by ~~vary based on~~ the Company’s ~~performance~~are ~~targets~~held for ~~a defined performance period against~~ the ~~objective~~benefit ~~performance~~of ~~metrics~~SRCII ~~established~~and by the ~~Compensation~~various ~~Committee.~~purchasers ~~The~~and ~~performance~~are ~~period~~unavailable ~~runs~~to ~~from~~satisfy ~~January~~claims 1,of ~~2026,~~the ~~through~~Company ~~December~~and ~~31,~~its ~~2028~~subsidiaries.

The ~~PRSU~~foregoing ~~awards~~description ~~will consist~~ of ~~two~~the ~~performance~~2025 ~~groups.~~RPA ~~Performance~~does ~~targets~~not ~~for~~purport ~~the~~to ~~first performance group will~~ be ~~based~~complete ~~on an equal weighting of (i) the Company's adjusted earnings per share compounded annual growth rate,~~ and ~~(ii)~~is ~~the~~qualified ~~Company's~~in ~~revenue,~~its ~~excluding~~entirety ~~trucking~~by ~~and~~reference ~~less-than-truckload fuel surcharge, compounded annual growth rate, which will apply~~ to ~~33% of~~ the ~~PRSU~~full ~~award.~~text ~~Performance~~of ~~targets for~~ the ~~second~~2025 ~~performance~~RPA, ~~group~~which will be ~~based~~filed onwith the ~~ranking of (i) the~~ Company's ~~total~~Form ~~compounded~~10-K ~~annual~~for ~~revenue growth rate, and (ii)~~ the ~~Company's~~year ~~return~~ended onDecember ~~net tangible assets~~31, ~~when compared to the Company's relative peer group of public truckload carriers, as identified by the Compensation Committee, which applies to 67% of the PRSU award~~2025.

~~The~~ITEM ~~actual awards for either performance group could result in payments between 0% and 200% of the target award relative to the performance targets identified within either performance group~~1.02 ~~The~~TERMINATION ~~resulting~~OF ~~awards~~A ~~may~~MATERIAL ~~then~~DEFINITIVE be multiplied by a factor between 75% and 125%, based on the Company's compound annual total stockholder return relative to the compound annual total stockholder return of a peer group of public truckload and less-than-truckload carriers and logistics companies. Any PRSUs earned will vest and shares of the Company’s common stock will be deliverable to each participant on or near January 31, 2029, subject to other vesting and forfeiture provisions.AGREEMENT

InConcurrently ~~accordance~~ with ~~aligning~~entering ~~equity~~into ~~grants with~~ the ~~Company’s~~2025 ~~long-term~~RPA ~~growth~~on ~~and~~the ~~revenue~~Closing ~~objectives~~Date, the ~~Compensation~~Company ~~Committee~~used ~~authorized~~the ~~time-based~~proceeds ~~RSU~~from ~~awards~~the to2025 beRPA ~~granted~~to onpay ~~November~~off ~~28, 2025 under~~ the ~~Omnibus~~remaining ~~Plan.~~outstanding ~~The RSUs will vest in three increments as follows: 33% on January 31~~borrowings, ~~2027;~~including ~~33%~~accrued oninterest ~~January 31, 2028;~~ and ~~34% on January 31~~fees, ~~2029, subject to continuous employment~~ and ~~other~~terminated ~~vesting and forfeiture provisions. The number of shares of~~ the ~~Company’s~~A&R ~~common stock to be issued to recipients will equal the RSU compensation target divided by the closing price of the Company’s common stock on the November 28, 2025 grant date~~RPA.

~~The~~ITEM ~~following~~2.03 ~~chart~~CREATION ~~lists~~OF ~~the~~A ~~PRSU~~DIRECT ~~and~~FINANCIAL ~~RSU~~OBLIGATION ~~compensation~~OR ~~targets~~AN ~~(expressed~~OBLIGATION inUNDER ~~dollars)~~AN ~~for~~OFF-BALANCE ~~the~~SHEET ~~Company’s~~ARRANGEMENT ~~named~~OF ~~executive~~A ~~officers:~~ REGISTRANT

Name	Position	RSU Award ($)	PRSU Award ($)
Kevin Knight	Executive Chairman	1,080,000	1,620,000
Adam Miller	Chief Executive Officer	1,280,000	1,920,000
Andrew Hess	Chief Financial Officer	400,000	600,000
Gary Knight	Vice Chairman	320,000	480,000

The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.

On November 4, 2025, the Compensation Committee also increased Mr. Hess' base salary from $500,000 to $550,000, effective November 8, 2025.

Knight-Swift Announces Retirement of General Counsel and Secretary

On November 7, 2025, the Company announced that Todd Carlson, General Counsel and Secretary, will retire effective January 1, 2026. Mr. Carlson will remain with the Company through the transition period to ensure a smooth handover of responsibilities. The Company thanks Mr. Carlson for his years of service and leadership.


ITEM 8.01			OTHER EVENTS

OnAppointment ~~November 7, 2025, the Company announced that on November 5, 2025 the Board declared a quarterly cash dividend~~ of ~~$0.18~~Soumit ~~per~~Roy ~~share of common stock. The dividend is payable to the Company's stockholders of record~~ as ofGeneral ~~December~~Counsel ~~5, 2025,~~ and isCorporate ~~expected to be paid on December 22, 2025.~~Secretary

~~ITEM~~Pursuant 9to the previously disclosed retirement of Mr.01 ~~FINANCIAL~~Todd ~~STATEMENTS~~Carlson, ~~AND~~Knight-Swift ~~EXHIBITS~~Transportation Holdings Inc., on December 31, 2025, appointed Mr. Soumit Roy as General Counsel and Corporate Secretary. Mr. Roy’s position is as an executive vice president reporting to CEO Adam Miller.

~~(d) Exhibits~~The information in Items 1.01 and 2.03 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by the forward-looking statements. Please refer to the paragraphs at the end of the attached press release and at the beginning of the attached earnings presentation, as well as various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

Exhibit						Description
Exhibit 99						Knight-Swift Transportation Holdings Inc. press release dated November 7, 2025, announcing quarterly cash dividend
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information in this report and the exhibit hereto may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including, without limitation, statements relating to our declaration of quarterly dividends. Forward-looking statements are based on the current beliefs, assumptions, and expectations of management and current market conditions. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. There can be no assurance that future dividends will be declared. The declaration and amount of future dividends is subject to approval of the board of directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable laws; restrictions on the payment of dividends under existing or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and those risks, uncertainties, and other factors identified from time-to-time in our filings with the Securities and Exchange Commission. Please refer to the last paragraph of the accompanying press release and various disclosures by the Company in other releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

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.

Knight-Swift Transportation Holdings Inc.

(Registrant)

Date:

~~November~~January 72, ~~2025~~2026

/s/ Andrew Hess

Andrew Hess

Chief Financial Officer

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