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): ~~January 21~~February 12, 2026

___________________________________________________________________________________________________________________________________

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 28.0201 ~~RESULTS~~OTHER ~~OF OPERATIONS AND FINANCIAL CONDITION~~EVENTS

On ~~January 21~~February 12, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") ~~issued~~announced that on February 11, 2026 its board of directors declared a ~~press~~quarterly ~~release~~cash ~~(the~~dividend ~~"Press~~of ~~Release")~~$0.20 ~~announcing~~per ~~its~~share ~~financial~~of ~~results~~common ~~for~~stock, which is a $0.02 increase from the ~~quarter~~Company's ~~ended~~existing ~~December 31,~~quarterly ~~2025~~dividend of $0.18 Aper ~~copy~~share of ~~the~~common ~~Press~~stock. ~~Release~~The dividend is ~~attached~~payable to ~~this~~the ~~Current~~Company's ~~Report~~stockholders onof ~~Form~~record ~~8-K~~as ~~("Current~~of ~~Report")~~March as6, ~~Exhibit~~2026, ~~99.1~~ and is ~~incorporated~~expected ~~herein~~to bybe ~~reference~~paid on March 23, 2026.

The information in this Current Report that is furnished under Item 2.02, including the exhibits hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


ITEM 9.01			FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit						Description
Exhibit 99.1						Knight-Swift Transportation Holdings Inc. Press Release Announcing Financial Results for the Quarter Ended December 31, 2025
Exhibit 99						Knight-Swift Transportation Holdings Inc. press release dated February 12, 2026, announcing increase in quarterly cash dividend
Exhibit 99.2						Knight-Swift Transportation Holdings Inc. Fourth Quarter 2025 Earnings Presentation
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
Exhibit 104						Cover Page Interactive Data File

The information in ~~Items 2.02 and 9.01 of~~ this report and the ~~exhibits~~exhibit hereto may ~~contain~~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 ~~Such~~statements, other than statements of historical or current fact, are ~~made~~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 ~~the Company's~~ management and current market conditions. Forward-looking statements are inherently subject to ~~significant~~ risks and uncertainties., ~~Actual~~some ~~results~~of which cannot be predicted or quantified, which could cause future events ~~may~~and actual results to differ materially from those ~~anticipated~~set forth in, contemplated by, or underlying the forward-looking statements. ~~Please~~ ~~refer~~There can be no assurance that future dividends will be declared. The declaration and amount of future dividends is subject to approval of the ~~paragraphs~~board atof directors and various risks and uncertainties, including, but not limited to: our cash flow and cash needs; compliance with applicable laws; restrictions on the ~~end~~payment of ~~the~~dividends ~~attached~~under ~~press~~existing ~~release~~or future financing arrangements; changes in tax laws relating to corporate dividends; deterioration in our financial condition or results; and atthose risks, uncertainties, and other factors identified from time-to-time in our filings with the ~~beginning~~Securities ofand Exchange Commission. Please refer to the ~~attached~~last ~~earnings~~paragraph ~~presentation,~~of asthe ~~well~~accompanying aspress release and various disclosures by the Company in ~~its~~other ~~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.

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:

~~January~~February 2112, 2026

/s/ Andrew Hess

Andrew Hess

Chief Financial Officer

Filing Compare · Knight-Swift Transportation Holdings Inc.