Hess Andrew 4

What Happened
Andrew Hess, CFO of Knight‑Swift Transportation (KNX), had restricted stock units (RSUs) convert into 5,203 Class A common shares on January 31, 2026 (three vesting tranches: 1,621; 1,693; 1,889). To satisfy tax withholding, 1,508 of those shares were withheld (disposed) at $55.10 per share for total withholding proceeds of $83,091. Net shares issued to Hess after withholding: 3,695 shares. The Form 4 shows the conversions as derivative exercises (Code M) and the withholdings as tax payments (Code F).

Key Details

• Transaction date: January 31, 2026. Form filed: February 3, 2026.
• RSUs converted (issued): 5,203 shares (1,621; 1,693; 1,889).
• Shares withheld for taxes: 1,508 shares (514; 496; 498) at $55.10 each — total $83,091.
• Net shares delivered to insider: 3,695 shares (5,203 − 1,508).
• Footnotes: RSUs convert one‑for‑one to Class A common stock; vesting schedule described across footnotes (some tranches vested 1/31/2026; others vest over 2025–2027 and 2026–2028).
• Transaction codes: M = exercise/conversion of derivative (RSU conversion); F = payment of tax liability via withholding.
• Filing timeliness: Form filed Feb 3, 2026 reporting 1/31/2026 transactions; the filing does not indicate a late-reporting flag.

Context
This was an RSU vesting/settlement event, not an open‑market sale or buy. The withholding of shares to cover taxes is a routine, administrative action (cashless withholding) and generally does not by itself signal a change in insider sentiment.