Form 4: Knight-Swift Vice Chairman Awarded Equity Compensation

Knight-Swift Transportation Holdings Inc. Vice Chairman Gary J. Knight received grants of restricted stock units and performance restricted stock units.

Summary

• Gary J. Knight, Vice Chairman and Director of Knight-Swift Transportation Holdings Inc. (KNX), was granted equity awards on November 28, 2025.
• The awards include 6,986 Restricted Stock Units (RSUs), each representing a contingent right to receive one share of KNX Class A Common Stock.
• These RSUs vest in three tranches: 33% on January 31, 2027, 33% on January 31, 2028, and 34% on January 31, 2029.
• Additionally, Knight received 3,493 Performance Restricted Stock Units (PRSUs) and another 6,986 Performance Restricted Stock Units.
• These PRSUs are contingent rights to receive Class A Common Stock, subject to adjustment based on achieving specific performance targets over a period ending December 31, 2028.
• The shares earned from both types of PRSUs will vest on January 31, 2029.
• All derivative securities were acquired at a price of $0, indicating a grant rather than a purchase.

Sentiment

Score: 6

Explanation: The filing reports a routine equity grant to an executive, which is generally a neutral to slightly positive event as it aligns management incentives with shareholder interests and is a standard form of executive compensation.

Positives

• The equity grants align the interests of Vice Chairman Gary J. Knight with those of shareholders, as his compensation is tied to the company's future stock performance and operational achievements.
• Performance-based awards incentivize management to achieve specific financial and operational targets, potentially driving long-term value creation for the company.
• The multi-year vesting schedule for both RSUs and PRSUs serves as a retention mechanism for key executive talent.

Risks

• The number of shares ultimately received from Performance Restricted Stock Units is subject to adjustment based on achieving or failing to achieve performance targets, meaning the full award may not be realized.
• The value of the vested shares is dependent on the future market price of KNX Class A Common Stock, introducing market risk.

Future Outlook

The equity awards, with vesting schedules extending to January 2029 and performance periods ending December 2028, indicate a long-term commitment to aligning executive incentives with future company performance and shareholder value creation.

Industry Context

The grant of restricted stock units and performance-based awards is a common practice in the transportation and logistics industry, used to attract, retain, and incentivize senior executives by linking their compensation to the company's long-term financial and operational success. This aligns Knight-Swift's executive compensation strategy with broader industry trends.

Stakeholder Impact

• Shareholders: The equity grants aim to align executive interests with shareholder value creation through performance-based incentives and long-term vesting schedules.
• Employees: While specific to an executive, such compensation structures can signal stability and a commitment to long-term growth, potentially impacting overall employee morale and retention.

Next Steps

• Evaluation of performance targets for Performance Restricted Stock Units through December 31, 2028.
• Vesting of Restricted Stock Units on January 31, 2027, January 31, 2028, and January 31, 2029.
• Vesting of earned Performance Restricted Stock Units on January 31, 2029.

Key Dates

Keywords

Knight-Swift Transportation, KNX, SEC Form 4, Restricted Stock Units, Performance Restricted Stock Units, Equity Compensation, Insider Transaction, Executive Compensation, Corporate Governance