Form 4: KNX CFO Andrew Hess Receives Significant Equity Awards

Knight-Swift Transportation Holdings Inc. CFO Andrew Hess received significant equity awards, including restricted and performance-based stock units, vesting through 2029.

Summary

• Andrew Hess, the Chief Financial Officer and a Director of Knight-Swift Transportation Holdings Inc. (KNX), was granted equity awards.
• The transaction occurred on November 28, 2025, and was reported on December 1, 2025.
• Awards include 8,733 Restricted Stock Units (RSUs), which represent a contingent right to receive one share of KNX Class A Common Stock each.
• These RSUs vest in three tranches: 33% on January 31, 2027; 33% on January 31, 2028; and 34% on January 31, 2029.
• Additionally, 4,366 Performance Restricted Stock Units (PRSUs) were granted, contingent on achieving specific performance targets over a period ending December 31, 2028.
• Another 8,733 Performance Restricted Stock Units (PRSUs) were granted, contingent on achieving certain relative performance targets over a period ending December 31, 2028.
• The shares earned from both types of PRSUs will vest on January 31, 2029, with the number of shares subject to adjustment based on performance.

Sentiment

Score: 6

Explanation: The filing reports a routine executive compensation event involving equity awards. While not directly impacting immediate financial results, it is a positive for corporate governance as it aligns management incentives with shareholder value creation over the long term.

Positives

• The equity awards align the interests of the CFO, Andrew Hess, with those of the shareholders, as his compensation is tied to the company's future stock performance and achievement of strategic targets.
• The multi-year vesting schedule encourages long-term commitment and performance from a key executive.

Industry Context

Executive equity awards, such as Restricted Stock Units and Performance Restricted Stock Units, are a standard component of compensation packages for senior management in publicly traded companies across various industries, including transportation and logistics. These awards are designed to incentivize executives to achieve long-term strategic and financial goals, thereby aligning their interests with those of shareholders.

Comparison to Industry Standards

• The use of both time-based (RSUs) and performance-based (PRSUs) equity awards is a common practice in executive compensation across the S&P 500 and within the transportation sector, reflecting a balanced approach to retention and incentive.
• The multi-year vesting schedule (up to 2029) is typical for long-term incentive plans, aiming to retain key talent and encourage sustained performance, comparable to practices at peers like Old Dominion Freight Line (ODFL) or J.B. Hunt Transport Services (JBHT).

Stakeholder Impact

• Shareholders: The equity awards are designed to align the CFO's long-term interests with shareholder value creation, potentially leading to improved company performance.
• Employees: While not directly impacting all employees, executive compensation structures can influence overall company culture and incentive programs.

Next Steps

• Vesting of 33% of Restricted Stock Units on January 31, 2027.
• Vesting of 33% of Restricted Stock Units on January 31, 2028.
• Conclusion of the performance period for Performance Restricted Stock Units on December 31, 2028.
• Vesting of 34% of Restricted Stock Units on January 31, 2029.
• Vesting of Performance Restricted Stock Units on January 31, 2029, subject to the achievement of performance targets.

Key Dates

Keywords

Knight-Swift Transportation, KNX, Andrew Hess, CFO, Director, Restricted Stock Units, Performance Restricted Stock Units, Equity Award, Insider Transaction, Executive Compensation, SEC Form 4