Form 4: Knight-Swift CFO Reports Routine Stock Vesting and Tax-Related Sales

Sentiment:

Insider Transaction Report


Michelle K. Lewis, CFO of AAA Cooper Transportation, a subsidiary of Knight-Swift Transportation Holdings Inc., reported the vesting of restricted stock units and subsequent tax-related share dispositions, alongside a new RSU grant.

Summary

  • Michelle K. Lewis, CFO of AAA Cooper Transportation, an officer of Knight-Swift Transportation Holdings Inc. (KNX), filed a Form 4 detailing changes in her beneficial ownership.
  • On May 31, 2025, Ms. Lewis acquired a total of 1,543 shares of Class A Common Stock through the vesting of Restricted Stock Units (RSUs) from three separate grants (570 shares, 455 shares, and 518 shares).
  • Concurrently, on May 31, 2025, she disposed of a total of 477 shares of Class A Common Stock at a price of $44.32 per share to cover tax withholding obligations related to the RSU vesting.
  • Following these transactions, Ms. Lewis beneficially owns 3,256 shares of Class A Common Stock directly.
  • Additionally, Ms. Lewis received a new grant of 2,820 Restricted Stock Units on May 31, 2025, which will vest in five equal annual installments beginning May 31, 2026.
  • Her total unvested Restricted Stock Units now amount to 7,398, comprising 1,142 units from a grant beginning May 31, 2023, 1,364 units from a grant beginning May 31, 2024, 2,072 units from a grant beginning May 31, 2025, and the newly granted 2,820 units.

Sentiment

Score: 5

Explanation: The document reports routine insider transactions related to executive compensation (RSU vesting and tax-related sales, plus a new grant). It does not contain information that would significantly alter the company's financial outlook or operational status, thus maintaining a neutral sentiment.

Positives

  • The vesting of Restricted Stock Units indicates the fulfillment of long-term incentive compensation for the CFO, aligning her interests with shareholder value.
  • The acquisition of new Restricted Stock Units (2,820 units) demonstrates continued commitment and future incentive for the executive within the company.

Negatives

  • A portion of the vested shares (477 shares) was sold to cover tax obligations, resulting in a reduction of direct share ownership, although this is a standard practice for RSU vesting.

Risks

  • No specific risks are detailed in this Form 4 filing, as it primarily reports routine insider transactions related to compensation.

Future Outlook

The reporting person has significant unvested Restricted Stock Units (7,398 units) with vesting schedules extending through May 31, 2026, and beyond, indicating future potential share issuances and continued executive alignment with company performance.

Industry Context

This filing is a routine insider transaction report and does not provide specific insights into broader industry trends or competitive dynamics within the transportation and logistics sector. It reflects standard executive compensation practices.

Stakeholder Impact

  • Shareholders: The report indicates a routine increase in shares held by a key executive through compensation, partially offset by tax-related sales. This aligns executive incentives with shareholder interests.
  • Employees: No direct impact on general employees is indicated by this filing.
  • Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

  • Future annual installments of the Restricted Stock Units will continue to vest on their respective schedules (May 31, 2023, May 31, 2024, May 31, 2025, and May 31, 2026 grants).

Key Dates

DateDescription
05/31/2023Start of five equal annual installments for a Restricted Stock Unit grant.
05/31/2024Start of five equal annual installments for a Restricted Stock Unit grant.
05/31/2025Date of RSU vesting, acquisition of Class A Common Stock, disposition of shares for tax withholding, and new RSU grant.
05/31/2026Start of five equal annual installments for the newly granted Restricted Stock Units.
06/03/2025Date the Form 4 was filed.

Keywords

Knight-Swift Transportation, KNX, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Beneficial Ownership, Executive Compensation, Transportation Industry, Logistics

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